Registration No. 333-65690
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------
                        PRE-EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-6
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
             OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
                                  FORM N-8B-2
                                    --------
        PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
                           (Exact Name of Registrant)
                                    --------
                        PRINCIPAL LIFE INSURANCE COMPANY
                              (Name of Depositor)
                                    --------
                                711 High Street
                             Des Moines, Iowa 50309
              (Address of Depositor's Principal Executive Offices)
                                    --------
                                 (515) 247-5111
              (Depositor's Telephone Number, Including Area Code)
                                    --------
                                 Sarah H. Pitts
                        Principal Life Insurance Company
                                711 High Street
                             Des Moines, Iowa 50309
               (Name and Address of agent for service of process)
                                    --------
                  Please send copies of all communications to
                                J. SUMNER JONES
                                 Jones & Blouch
                       1025 Thomas Jefferson Street, N.W.
                           Washington, DC 20007-0805
                                    --------

Title and Amount of Securities:  Principal  Variable  Universal Life Accumulator
Policy.  (Pursuant to Rule 24F-2 under the  Investment  Company Act of 1940, the
Registrant   elects  to  register  an  indefinite  amount  of  securities  being
registered.)


Approximate date of proposed public offering:  As soon as practicable  after the
effective date of this filing. The Registrant hereby amends its Registration
Statement under the Securities Act of 1933 on such date or dates as may be
 necessary to delay its  effective  date until the Registrant shall file a
further  amendment which  specifically  states that this Registration Statement
shall thereafter become effective in accordance with  Section  8(a) of the
 Securities  Act of 1933 or until  this  Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT

                       Registration Statement on Form S-6
                             Cross Reference Sheet


 ITEMS OF FORM N-8B-2                   CAPTIONS IN PROSPECTUS
                     
1                       Cover Page
2                       Cover Page
3                       Not Applicable
4                       Distribution of the Policy
5                       Principal Life Insurance Company Variable Life Separate
                        Account
6(a)                    Not Applicable
6(b)                    Not Applicable
7                       Not Required
8                       Not Required
9                       Legal Proceedings
10(a)                   Ownership, Beneficiary, Assignment
10(b)                   Calculation of Accumulated Value; Unit Values; Net
                        Investment Factor; Valuations in Connection with a
                        Policy; Participating Policy
10(c),10(d)             Summary (Transfers; Policy Loans; Loan Accounts;
                        Surrenders, Charges and Deductions; Death Benefits and
                        proceeds; Maturity Proceeds)
10(e)                   Summary (Premiums, Termination and Reinstatement);
                        Policy Termination and Reinstatement (Policy
                        Termination; Reinstatement)
10(f)                   Other Matters (Voting Rights)
10(g)(1),10(g)(2),      Principal Life Insurance Company Variable Life Separate
10(h)(1),10(h)(2)       Account; General Provisions (Addition, Deletion or
                        Substitution of Investments)
10(g)(3),10(g)(4),      Not Applicable
10(h)(3),10(h)(4)
10(i)                   Principal Life Insurance Company Variable Life Separate
                        Account, The Policy (Policy Values); General Provisions
                        (Addition, Deletion or Substitution of Investments);
                        General Provisions (Optional Insurance Benefits);
                        Federal Tax Matters
11                      Principal Life Insurance Company Variable Life Separate
                        Account; General Provisions (Addition, Deletion or
                        Substitution of Investments)

12(a)                   Cover page
12(b)                   Not Applicable
12(c)                   Principal Life Insurance Company Variable Life Separate
                        Account; The Funds
12(d)                   Distribution of the Policy
12(e)                   Principal Life Insurance Company Variable Life Separate
                        Account
13(a)                   Principal Life Insurance Company Variable Life Separate
                        Account; Charges and Deductions
13(b),13(c),            Summary (Charges and Deductions); Charges and
13(d),13(e),13(f),13(g) Deductions
14                      The Policy (To buy a Policy); Distribution of the
                        Policy
15                      Summary (Premiums); The Policy (Payment of Premiums;
                        Premium Limitations; Allocation of Premiums)
16                      Summary (The Policy); Principal Life Insurance Company
                        Variable Life Separate Account; The Policy (Policy
                        Values); General Provisions (Addition, Deletion or
                        Substitution of Investments)
17(a),17(b),17(c)       Captions referenced under Items 10(c), 10(d), 10(e),
                        and 10(i) above
18(a)                   Summary (Policy Value); The Policy (Policy Values)
18(b)                   Summary (Policy Value); The Policy (Policy Values)
18(c)                   Summary (Policy Loans); The Policy (Policy Values;
                        Policy Loans; Loan Account)
18(d)                   Not Applicable
19                      Other Matters (Voting Rights; Statement of Values)
20(a),20(b)             Principal Life Insurance Company Variable Life Separate
                        Account; General Provisions (Addition, Deletion or
                        Substitution of Investments); Other Matters (Voting
                        Rights)
20(c),20(d),            Not Applicable
20(e),20(f)
21(a),21(b)             Summary (Policy Loans); The Policy (Policy Values;
                        Policy Loans)
21(c)                   Summary (Policy Value; Policy Loans); The Policy
                        (Policy Values; Policy Loans)
22                      General Provisions (The Contract; Incontestability)
23                      Not Applicable
24                      Summary
25                      The Company
26                      Summary (Investment Account); The Policy (Investment
                        Account Transfers)
27                      The Company
28                      Officers and Directors of Principal Life Insurance
                        Company
29                      The Company
30                      Not Applicable
31                      Not Applicable
32                      Not Applicable
33                      Not Applicable






                 PRINCIPAL VARIABLE UNIVERSAL LIFE ACCUMULATOR

                    VARIABLE UNIVERSAL LIFE INSURANCE POLICY


The Principal Variable Universal Life Accumulator Insurance Policy (the
"Policy") is issued by Principal Life Insurance Company (the "Company"). The
Policy provides:
 . a death benefit payable on the death of the insured;
 . policy loans; and
 . a net surrender value which may be accessed by a partial or total surrender of
  the Policy.

This prospectus provides information that you should know before buying a
Policy. It is accompanied by a current prospectus for the underlying mutual
funds that are available under the Policy. Please read these prospectuses
carefully and keep them for future reference.


The investment options available under the Policy are:


                                    
    Principal Variable Contracts       AIM V.I. Growth Fund
    Fund, Inc.
     Asset Allocation Account          AIM V.I. Growth and Income Fund
     Balanced Account                  AIM V.I. Value Fund
     Bond Account                      American Century Variable Portfolios,
                                       Inc.
     Capital Value Account              VP Income & Growth
     Equity Growth Account              VP Ultra
     Government Securities Account     Dreyfus Investment Portfolios
     Growth Account                     Founders Discovery Portfolio
     International Account             Fidelity Variable Insurance Products
                                       Fund II
     International SmallCap Account     Contrafund/(R)/ Portfolio
     LargeCap Growth Account           Fidelity Variable Insurance Products
                                       Fund
     LargeCap Stock Index Account       Equity-Income Portfolio
     MicroCap Account                   High Income Portfolio
     MidCap Account                    INVESCO VIF - Dynamics Fund
     MidCap Growth Account             INVESCO VIF - Health Sciences Fund
     MidCap Growth Equity Account      INVESCO VIF - Small Company Growth
     MidCap Value Account              INVESCO VIF - Technology Fund
     Money Market Account              Janus Aspen Series
     Real Estate Account                Aggressive Growth Portfolio
     SmallCap Account                  Putnam Variable Trust
     SmallCap Growth Account            Global Asset Allocation Fund
     SmallCap Value Account             Vista Fund
     Utilities Account                  Voyager Fund



As in the case of other life insurance policies, it may not be in your best
interest to buy this Policy as a replacement for, or in addition to, existing
insurance coverage.

This Policy is NOT:
 . a bank deposit
 . endorsed by a bank or government agency
 . federally insured

The Policy involves investment risk, including possible loss of principal.


You should be aware that the Securities and Exchange Commission ("SEC") has not
reviewed the Policy for its investment merit, and does not guarantee that the
information in this prospectus is accurate or complete. It is a criminal offense
to say otherwise.


                  This prospectus is dated November 19, 2001.



The Policy offered by this prospectus may not be available in all states. This
prospectus is not an offer to sell, or solicitation of an offer to buy, the
Policy in states in which the offer or solicitation may not be lawfully made. No
person is authorized to give any information or to make any representation in
connection with this Policy other than those contained in this prospectus.


                                                                       1




                               TABLE OF CONTENTS


GLOSSARY................................................................4

SUMMARY.................................................................6

THE COMPANY.............................................................11

PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT.........11

THE FUNDS...............................................................12

THE POLICY..............................................................19

DEATH BENEFITS AND RIGHTS...............................................26

CHARGES AND DEDUCTIONS..................................................30

THE FIXED ACCOUNT.......................................................33

POLICY TERMINATION AND REINSTATEMENT....................................34

OTHER MATTERS...........................................................35

GENERAL PROVISIONS......................................................37

OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION..............41

EXECUTIVE OFFICERS OF PRINCIPAL LIFE INSURANCE COMPANY (OTHER THAN DIRECTORS) 42

DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY...........................42

DISTRIBUTION OF THE POLICY..............................................43

STATE REGULATION........................................................44

FEDERAL TAX MATTERS.....................................................44

FINANCIAL STATEMENTS....................................................47

APPENDIX A..............................................................177

APPENDIX B..............................................................184


                                                                       3



GLOSSARY


ADJUSTMENT - change to your Policy resulting from an increase or decrease in
policy face amount or a change in: smoking status; death benefit option; rating
or riders.


ADJUSTMENT DATE - the monthly date on or next following the Company's approval
of a requested adjustment.


ATTAINED AGE - the insured's age on the birthday on or preceding the last policy
anniversary.


BUSINESS DAY - any date that the New York Stock Exchange is open for trading and
trading is not restricted.


DIVISION - a part of the Separate Account which invests in shares of a mutual
fund.


EFFECTIVE DATE - the date on which all requirements for issuance of a Policy
have been satisfied.


FIXED ACCOUNT - that part of the dollar amount in the Policy that reflects value
in the General Account of the Company.


GENERAL ACCOUNT - assets of the Company other than those allocated to any of our
Separate Accounts.


INSURED - the person named as the "insured" on the application for the Policy.
The insured may or may not be the owner.


LOAN ACCOUNT - that part of the dollar amount in the Policy that reflects the
value transferred from the division(s) and/ or Fixed Account as collateral for a
policy loan.


MONTHLY DATE - the day of the month which is the same day as the policy date.
     Example: If the policy date is September 5, 2002, the first monthly date is
           October 5, 2002.

MONTHLY POLICY CHARGE - the amount subtracted from the policy value on each
monthly date equal to the sum of the cost of insurance and of additional
benefits provided by any rider plus the monthly administration charge and asset
based charge in effect on the monthly date.


MUTUAL FUND - a registered open-end investment company, or a separate investment
account or portfolio thereof, in which a division invests.


NET POLICY VALUE - the policy value minus any policy loans and unpaid loan
interest.


NET PREMIUM - the gross premium less the deductions for the premium expense
charge. It is the amount of premium allocated to the divisions and/or Fixed
Account.


NET SURRENDER VALUE - surrender value minus any policy loans and unpaid loan
interest.


NOTICE - any form of communication received in our home office which provides
the information we need which may be in writing or another manner which we
approve in advance.


OWNER - the person, including joint owner, who owns all the rights and
privileges of this Policy.


POLICY DATE - the date from which monthly dates, policy years and policy
anniversaries are determined.


POLICY VALUE - an amount equal to the Fixed Account value plus the division
value(s) plus the Loan Account value.

POLICY YEAR - the one-year period beginning on the policy date and ending one
day before the policy anniversary and any subsequent one year period beginning
on a policy anniversary.
     Example: If the policy date is September 5, 2002, the first policy year
           ends on September 4, 2003. The first policy anniversary falls on
           September 5, 2003.

PREMIUM EXPENSE CHARGE - the charge deducted from premium payments to cover a
sales charge, state and local premium taxes and federal taxes.


PRORATED BASIS - in the proportion that the value of a particular division or
the Fixed Account bears to the total value of all divisions and the Fixed
Account.


SURRENDER VALUE - policy value minus any surrender charge.


TARGET PREMIUM - a premium amount which is used to determine any applicable
surrender charge under a Policy. Target premiums are provided in Appendix B.


TOTAL FACE AMOUNT - policy face amount plus face amount of the supplemental
benefit rider, if any.


UNIT - the accounting measure used to calculate the value of the divisions.


VALUATION DATE - each day the New York Stock Exchange ("NYSE") is open.


VALUATION PERIOD - the period begins at the close of normal trading on the NYSE,
generally 4:00 p.m. E.T. on each valuation date and ends at the close of normal
trading of the NYSE on the next valuation date.


WRITTEN REQUEST - actual delivery to the Company at our office of a written
notice or request, signed and dated, on a form we supply or approve.


Your notices may be mailed to us at:

   Principal Life Insurance Company
   P O Box 9296
   Des Moines, Iowa 50306-9296


                                                                       5




SUMMARY


This prospectus describes a flexible variable universal life policy offered by
the Company. This is a brief summary of the Policy's features. More detailed
information follows later in this prospectus.


THE POLICY

The Policy is designed to provide you with:
 . Insurance protection;
 . a death benefit payable at the death of the insured; and
 . flexibility in:
  . the amount and frequency of premium payments (subject to certain
    limitations); and
  . the amount of life insurance proceeds payable under the Policy.

You may allocate your net premium payments to divisions and/or the Fixed
Account. All divisions may not be available in all states. A current list of
divisions available in your state may be obtained from a sales representative or
our home office.


Each division invests in shares of an underlying mutual fund. More detailed
information about the underlying mutual funds may be found in the current
prospectus for each underlying mutual fund.


The underlying mutual funds are NOT available to the general public directly.
The underlying mutual funds are available only as investment options in variable
life insurance policies or variable annuity contracts issued by life insurance
companies and qualified plans. Some of the underlying mutual funds have been
established by investment advisers that manage publicly traded mutual funds
having similar names and investment objectives. While some of the underlying
mutual funds may be similar to, and may in fact be modeled after publicly traded
mutual funds, you should understand that the underlying mutual funds are not
otherwise directly related to any publicly traded mutual fund. Consequently, the
investment performance of publicly traded mutual funds and of any underlying
mutual fund may differ substantially.


DIVISION                         THE DIVISION INVESTS IN:
- --------                         ------------------------
                              
                                 Principal Variable Contracts Fund, Inc.
 Asset Allocation                 Asset Allocation Account
 Balanced                         Balanced Account
 Capital Value                    Capital Value Account
 Equity Growth                    Equity Growth Account
 Government Securities            Government Securities Account
 Growth                           Growth Account
 International                    International Account
 International SmallCap           International SmallCap Account
 LargeCap                         LargeCap Growth Account
 LargeCap Stock Index             LargeCap Stock Index Account
 MicroCap                         MicroCap Account
 MidCap                           MidCap Account
 MidCap Growth                    MidCap Growth Account
 MidCap Growth Equity             MidCap Growth Equity Account
 MidCap Value                     MidCap Value Account
 Money Market                     Money Market Account
 Real Estate                      Real Estate Account
 SmallCap                         SmallCap Account
 SmallCap Growth                  SmallCap Growth Account
 SmallCap Value                   SmallCap Value Account
 Utilities                        Utilities Account
 AIM V.I. Growth                 AIM V.I. Growth Fund
 AIM V.I. Growth and Income      AIM V.I. Growth and Income Fund
 AIM V.I. Value                  AIM V.I. Value Fund
 American Century VP Income &    American Century VP Income & Growth Fund -
Growth                            Investors Class Shares
 American Century VP Ultra       American Century VP Ultra Fund -
                                  Investor Class Shares
                                 Dreyfus Investment Portfolios - Investor Class
                                 Shares
 DIP Founders Discovery          Founders Discovery Portfolio
                                 Fidelity Variable Insurance Products Fund II -
                                  Initial Class Shares
 Fidelity VIP Contrafund         Contrafund Portfolio
                                 Fidelity Variable Insurance Products Fund -
                                  Initial Class Shares
 Fidelity VIP Equity - Income    Equity Income Portfolio
Fund
 Fidelity VIP High Income        High Income Portfolio
 INVESCO VIF - Dynamics Fund     INVESCO VIF - Dynamics Fund -
                                  Investor Class Shares
 INVESCO VIF - Health Sciences   INVESCO VIF - Health Sciences Fund -
Fund                              Investor Class Shares
 INVESCO VIF - Small Company     INVESCO VIF - Small Company Growth -
Growth Fund                       Investor Class Shares
 INVESCO VIF - Technology Fund   INVESCO VIF - Technology Fund -
                                  Investor Class Shares
                                 Janus Aspen Series - Service Class Shares
 Janus Aspen Aggressive Growth    Aggressive Growth Portfolio
 Putnam VT Global Asset          Putnam VT Global Asset Allocation Fund -
Allocation                        IB Class Shares
 Putnam VT Vista                 Putnam VT Vista Fund - IB Class Shares
 Putnam VT Voyager               Putnam VT Voyager Fund - IB Class Shares




6


PREMIUMS
The Company guarantees that the Policy will stay in force for the first five
policy years if you have paid enough premium to meet the no lapse guarantee
provision (see THE POLICY - Payment of Premiums).

Your initial net premium is allocated to the Money Market division at the end of
the valuation date we receive the premium. Twenty-one days after the effective
date of the Policy, the money is reallocated using your allocation instructions
(see THE POLICY - Allocation of Premiums). Any subsequent net premiums are
allocated to divisions and/or the Fixed Account.


POLICY VALUE
Your Policy value is:
 . the value(s) of your division(s)
 . plus the value of your Fixed Account
 . plus the value of your Loan Account.

It is possible that the investment performance could cause a loss of the entire
amount allocated to the divisions. Without additional premium payments or
investments in the Fixed Account or a death benefit guarantee rider, this could
result in no death benefit upon the insured's death.


FIXED ACCOUNT
The Company guarantees that net premiums allocated to the Fixed Account earn
interest at a guaranteed rate. In no event will the guaranteed interest rate be
less than 3%, accrued daily, compounded annually.


                                                                       7




TRANSFERS
You may transfer amounts between the divisions and/or the Fixed Account.

POLICY LOANS
You may borrow against your policy value any time the Policy has a net surrender
value. The minimum amount of a loan is $500.

LOAN ACCOUNT
When you take a policy loan, we establish a Loan Account. We charge interest on
your policy loan. An amount equal to the amount of the policy loan is
transferred to the Loan Account from your divisions and/or Fixed Account. The
Loan Account earns interest.

SURRENDERS (TOTAL AND PARTIAL)

Total Surrender
- ---------------
 . You may surrender your Policy and receive the net surrender value.
 . We calculate the net surrender value as of the business day we receive your
  written request.
 . A surrender charge is imposed on total surrenders within ten years of the
  policy date (another date may apply if the Policy has been reinstated or the
  policy face amount increased).

Partial Surrender
- -----------------
 . After the first policy year, you may request a partial surrender of the net
  surrender value.
 . The minimum amount of partial surrender is $500.
 . You may make up to two partial surrenders in a policy year the total of which
  may not be greater than 75% of the net surrender value (as of the date of the
  request for the first partial surrender in that policy year).
 . The reduction in total face amount will be made as a last-in, first-out basis.

CHARGES AND DEDUCTIONS

Premium Expense Charge
- ----------------------
Deductions from premiums during each of the first five years (and with respect
to premiums made because of a policy face amount increase, during the first five
years after the increase) equal:
 . sales charge of 3.00% of premiums paid
 . plus 2.20% for state and local taxes
 . plus 1.25% for federal taxes.

Deductions after the first five policy years (and after five years of a policy
face amount increase) include:
 . 2.20% for state and local taxes
 . plus 1.25% for federal taxes.

Surrender Charges
- -----------------
A surrender charge is imposed on policy termination or total surrender during
the first ten policy years. A policy face amount increase has its own surrender
charge period that begins on the adjustment date. (see CHARGES AND DEDUCTIONS -
Surrender Charge).

The surrender charge is a factor of:
 . the Policy's target premiums;
 . the policy holder's age and state of residence; and
 . the length of time the Policy has been in effect.

8


Monthly Policy Charges
- ----------------------
 . Administration charge:
  . The monthly administrative charge is $25.00 per month during the first
    policy year.
  . After the first policy year, the current administrative charge is $10.00 per
    month. This charge is guaranteed not to exceed $25.00 per month.
 . Cost of insurance charge.
 . Asset based charge:
  . in the first ten policy years, 0.70% of your value(s) in the division(s) and
    Fixed Account per year;
  . after the tenth policy year, 0.20% of your value(s) in the division(s) and
    Fixed Account per year.
 . Optional benefit rider(s) charge(s).

Other Charges
- -------------
 . Policy loan interest of 5.50% annually in policy years 1-10 and 3.8% annually
  after policy year 10.
 . Investment management fees and other operating expenses for the mutual fund
  underlying a division.
 . The annual expenses of Underlying Mutual Funds (as a percentage of average net
  assets) as of December 31, 2000 were:


                                               MANAGEMENT FEES      12B-1        OTHER         TOTAL EXPENSES
 UNDERLYING MUTUAL FUNDS                     AFTER REIMBURSEMENT     FEES       EXPENSES     AFTER REIMBURSEMENT
 -----------------------                     -------------------    -----       --------     -------------------
                                                                                
 Principal Variable Contracts Fund
 Asset Allocation Account                          0.80%            N/A          0.04%           0.84%
 Balanced Account                                  0.58             N/A          0.02            0.60
 Bond Account                                      0.49             N/A          0.02            0.51
 Capital Value Account                             0.59             N/A          0.01            0.60
 Equity Growth Account                             0.72             N/A          0.01            0.73
 Government Securities Account                     0.49             N/A          0.02            0.51
 Growth Account                                    0.59             N/A          0.01            0.60
 International Account                             0.85             N/A          0.05            0.90
 International SmallCap Account                    1.20             N/A          0.24            1.44
 LargeCap Growth Account                           1.05             N/A          0.15            1.20/(1)(2)/
 LargeCap Stock Index Account                      0.29             N/A          0.11            0.40/(1)(2)/
 MicroCap Account                                  0.86             N/A          0.20            1.06/(1)/
 MidCap Account                                    0.60             N/A          0.02            0.62
 MidCap Growth Account                             0.85             N/A          0.11            0.96/(1)/
 MidCap Growth Equity Account                      0.75             N/A          0.34            1.09/(1)(2)/
 MidCap Value Account                              0.96             N/A          0.24            1.20/(1)/
 Money Market Accounts                             0.50             N/A          0.02            0.52
 Real Estate Account                               0.90             N/A          0.09            0.99
 SmallCap Account                                  0.85             N/A          0.05            0.90
 SmallCap Growth Account                           1.00             N/A          0.02            1.02
 SmallCap Value Account                            0.92             N/A          0.24            1.16/(1)/
 Utilities Account                                 0.60             N/A          0.03            0.63

 AIM V.I. Growth Fund                              0.61             N/A          0.22            0.83
 AIM V.I. Growth and Income Fund                   0.60             N/A          0.25            0.85
 AIM V.I. Value Fund                               0.61             N/A          0.23            0.84

 American Century Variable Portfolios, Inc.
 VP Income & Growth Fund                           0.70             N/A          0.00            0.70
 VP Ultra Fund                                     1.00/(3)/        N/A          0.00            1.00

 Dreyfus Investment Portfolios
 Founders Discovery Portfolio                      0.62            0.25/(4)/     0.63            1.50/(5)/

 Fidelity Variable Insurance Fund II
 Fidelity Contrafund                               0.57             N/A          0.09            0.66
 Fidelity Variable Insurance Fund
 Fidelity Equity-Income                            0.48             N/A          0.08            0.56
 Fidelity High Income                              0.58             N/A          0.10            0.68
 INVESCO VIF - Dynamics Fund                       0.75             N/A          0.34            1.09
 INVESCO VIF - Health Sciences Fund                0.75             N/A          0.32            1.07
 INVESCO VIF - Small Company Growth Fund           0.75             N/A          0.68            1.43
 INVESCO VIF - Technology Fund                     0.72             N/A          0.30            1.02

 Janus Aspen Series
 Aggressive Growth                                 0.65            0.25/(4)/     0.02            0.92

 Putnam Variable Trust
 Putnam VT Global Asset Allocation Fund            0.65            0.25/(4)/     0.12            0.94
 Putnam VT Vista Fund                              0.65            0.17/(4)/     0.10            0.82
 Putnam VT Voyager Fund                            0.51            0.20/(4)/     0.04            0.71





                                                                       9




  /(1)/ Principal Management Corporation voluntarily agreed to waive a portion
    of its fee. Before the waiver, the total annual expenses through December
    31, 2000 were: LargeCap Growth Account, 1.25%; LargeCap Stock Index Account,
    0.46%; MicroCap, 1.20%; MidCap Growth, 1.01%; MidCap Growth Equity, 1.34%;
    MidCap Value, 1.29%; and SmallCap Value Account, 1.34%.
  /(2)/ Principal Management Corporation has voluntarily agreed to reimburse the
    total annual expenses (if necessary) through April 30, 2002 so that they
    will not exceed 1.20% for the LargeCap Growth Account; 0.40% for the
    LargeCap Stock Index Account and 1.10% for the MidCap Growth Equity Account.
  /(3)/ The fund has a stepped fee schedule. As a result, the management fee
    will decrease as the assets increase, VP Ultra 1.00% of first $20 billion of
    average net assets, and 0.95% of average net assets over $20 billion.
  /(4)/ The Company and Princor Financial Services Corporation may receive a
    portion of the underlying fund expenses for recordkeeping, marketing and
    distribution services.
  /(5)/ The Dreyfus Corporation has agreed, until December 31, 2001, to waive
    receipt of a portion of its fees. Without the waiver, the fee would be
    1.78%.
  /(6)/ Actual annual class operating expenses were lower because a portion of
    the brokerage commissions that the fund paid was used to reduce the fund's
    expenses, and/or because through arrangements with the fund's custodian,
    credits realized as a result of uninvested cash balances were used to reduce
    a portion of the fund's custodian expenses. See the accompanying fund
    prospectus for details.
  /(7)/ Annual expenses are based upon expenses for the fiscal year ended
    December 31, 2000, restated to reflect a reduction in the management fee for
    the Janus Aspen Aggressive Growth Portfolio.


DEATH BENEFITS AND PROCEEDS
The death proceeds are paid to the beneficiary(ies) when the insured dies. Death
proceeds are calculated as of the date of death of the insured. The amount of
the death proceeds is:
 . the death benefit plus interest (as explained in DEATH BENEFITS AND RIGHTS -
  Death Proceeds);
 . plus proceeds from any benefit riders on the life of the insured;
 . minus policy loans and unpaid loan interest;
 . minus any overdue monthly policy charges (Overdue monthly policy charges arise
  when a policy is in a grace period and the policy value is insufficient to
  cover the monthly cost of insurance or expense charge deductions).


The Policy provides for three death benefit options. You choose an option on
your application. Subject to certain conditions, you may change your option
after the Policy has been issued.


Death proceeds are paid in cash or applied under a benefit payment option. We
pay interest on the death proceeds from the date of death of the insured until
the date of payment or application under a benefit payment option.


MATURITY PROCEEDS
If the insured is living on the maturity date, we will pay you (the owner) an
amount equal to the net surrender value. The Policy then terminates. Maturity
proceeds are paid in cash lump sum or applied under a benefit payment option.

ADJUSTMENT OPTIONS
You may send us a written request to increase or decrease the policy face
amount. No request is approved if the Policy is in a grace period or if monthly
policy charges are being waived under a rider.

The minimum amount of an increase is $50,000 and is subject to our underwriting
guidelines in effect at the time you request the increase.

10


You may only request a decrease in policy face amount:
 . after the first policy anniversary; and
 . if the request does not decrease the policy face amount below $100,000.

TERMINATION AND REINSTATEMENT
The Policy terminates when:
 . you make a total policy surrender;
 . death proceeds are paid;
 . maturity proceeds are paid; or
 . you do not make additional premium payments (after the expiration of a 61-day
  grace period).

Subject to certain conditions, you may reinstate a Policy that terminated
because of insufficient values.


TEN DAY EXAMINATION OFFER (FREE-LOOK PROVISION)
 . You may return the Policy during the free-look period that is generally 10
  days but may be longer in certain states.
 . We return either all premiums paid or the policy value, whichever is required
  by applicable state law.

THE COMPANY

The Company is a stock life insurance company with its home office at: Principal
Financial Group, Des Moines, Iowa 50306. It is authorized to transact life and
annuity business in all of the United States and the District of Columbia. The
Company is a wholly owned subsidiary of Principal Financial Services, Inc.,
which in turn, is a directly wholly owned subsidiary of Principal Financial
Group, Inc.

On June 24, 1879, the Company was incorporated under Iowa law as a mutual life
insurance company named Bankers Life Association. It changed its name to Bankers
Life Company in 1911 and then to Principal Mutual Life Insurance Company in
1986. The name change to Principal Life Insurance Company and reorganization
into a mutual holding company structure took place July 1, 1998. Effective
October 26, 2001 Principal Mutual Holding Company converted to a stock company
and Principal Financial Group, Inc. completed its initial public offering.


PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT

The Separate Account was established under Iowa law on November 2, 1987. It was
then registered as a unit investment trust with the Securities and Exchange
Commission ("SEC"). This registration does not involve SEC supervision of the
investments or investment policies of the Separate Account.

The income, gains, and losses, whether or not realized, of the Separate Account
are credited to or charged against the Separate Account without regard to other
income, gains, or losses of the Company. Obligations arising from the Policy,
including the promise to make benefit option payments, are our general corporate
obligations. However, the Policy provides that the portion of the Separate
Account's assets equal to the reserves and other liabilities under the Policy
are not charged with any liabilities arising out of any other business of the
Company.


The assets of each division invest in a corresponding underlying mutual fund.
New divisions may be added and made available. Divisions may also be eliminated
from the Separate Account following SEC approval.


                                                                      11




THE FUNDS

The funds are mutual funds registered under the Investment Company Act of 1940
as open-end diversified management investment companies. The funds provide the
investment vehicles for the divisions. A full description of the funds, their
investment objectives, policies and restrictions, charges and expenses and other
operational information is contained in the attached prospectuses (which should
be read carefully before investing). Additional copies of these documents are
available from a sales representative or our home office.

The following is a brief summary of the investment objectives of each division:


ASSET ALLOCATION DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Asset Allocation
                Account
              INVESTMENT ADVISOR: Morgan Stanley Asset Management through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to generate a total investment return
                consistent with the preservation of capital. The Account intends
                to pursue a flexible investment policy in seeking to achieve
                this investment objective.

BALANCED DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Balanced Account
              INVESTMENT ADVISOR: (equity securities portion) Invista Capital
                Management, LLC through a sub-advisory agreement
                (fixed-income securities portion) Principal Capital Income
                Investors, LLC through a sub-advisory agreement
              INVESTMENT OBJECTIVE: to generate a total return consisting of
                current income and capital appreciation while assuming
                reasonable risks in furtherance of this objective.

BOND DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Bond Account
              INVESTMENT ADVISOR: Principal Management Corporation
              INVESTMENT OBJECTIVE: to provide as high a level of income as is
                consistent with preservation of capital and prudent investment
                risk.

CAPITAL VALUE DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Capital Value
                Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to provide long-term capital of appreciation
                and secondarily growth investment income. The Account seeks to
                achieve its investment objectives through the purchase primarily
                of common stocks, but the Account may invest in other
                securities.



12


EQUITY GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Equity Growth
                Account
              INVESTMENT ADVISOR: Morgan Stanley Asset Management through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to provide long-term capital appreciation by
                investing primarily in growth-oriented common stocks of medium
                and large capitalization U.S. corporations and, to a limited
                extent, foreign corporations.

GOVERNMENT SECURITIES DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Government
                Securities Account
              INVESTMENT ADVISOR: Principal Capital Income Investors, LLC
                through a sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek a high level of current income,
                liquidity and safety of principal. The Account seeks to achieve
                its objective through the purchase of obligations issued or
                guaranteed by the United States Government or its agencies.
                Account shares are not guaranteed by the United States
                Government.

GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Growth Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek growth of capital. The Account seeks
                to achieve its objective through the purchase primarily of
                common stocks, but the Account may invest in other securities.

INTERNATIONAL DIVISION

              INVESTS IN: Principal Variable Contracts Fund - International
                Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital by
                investing in a portfolio of equity securities domiciled in any
                of the nations of the world.

INTERNATIONAL SMALLCAP DIVISION

              INVESTS IN: Principal Variable Contracts Fund - International
                SmallCap Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account will attempt to achieve its objective by investing
                primarily in equity securities of non-United States companies
                with comparatively smaller market capitalizations.




                                                                      13




LARGECAP GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - LargeCap Growth
                Account
              INVESTMENT ADVISOR: Janus Capital Corporation through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks long-term growth of capital by
                investing primarily in equity securities of growth companies
                with market capitalization of greater than $10 billion.

LARGECAP STOCK INDEX DIVISION

              INVESTS IN: Principal Variable Contracts Fund - LargeCap Stock
                Index Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account attempts to mirror the investment results of the
                Standard & Poor's 500 Index.

MICROCAP DIVISION

              INVESTS IN: Principal Variable Contracts Fund - MicroCap Account
              INVESTMENT ADVISOR: Goldman Sachs Asset Management through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account will attempt to achieve its objective by investing
                primarily in value and growth oriented companies with small
                market capitalizations, generally less than $700 million.

MIDCAP DIVISION

              INVESTS IN: Principal Variable Contracts Fund - MidCap Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to achieve capital appreciation by investing
                primarily in securities of emerging and other growth-oriented
                companies.

MIDCAP GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - MidCap Growth
                Account
              INVESTMENT ADVISOR: Dreyfus Corporation through a sub-advisory
                agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account will attempt to achieve its objective by investing
                primarily in growth stocks of medium market capitalization
                companies.

MIDCAP GROWTH EQUITY DIVISION

              INVESTS IN: Principal Variable Contracts Fund - MidCap Growth
                Equity Account
              INVESTMENT ADVISOR: Turner Investment Partners, Inc. through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks to achieve long-term growth of capital
                by investing primarily in medium capitalization U.S. companies
                with strong earnings growth potential.

14


MIDCAP VALUE DIVISION

              INVESTS IN: Principal Variable Contracts Fund - MidCap Value
                Account
              INVESTMENT ADVISOR: Neuberger Berman Management, Inc. through a
                sub-advisory agreement.
              INVESTMENT OBJECTIVE: seeks long-term growth of capital by
                investing primarily in equity securities of companies with value
                characteristics and market capitalizations in the $1 billion to
                $10 billion range.

MONEY MARKET DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Money Market
                Account
              INVESTMENT ADVISOR: Principal Management Corporation
              INVESTMENT OBJECTIVE: to seek as high a level of current income
                available from short-term securities as is considered consistent
                with preservation of principal and maintenance of liquidity by
                investing all of its assets in a portfolio of money market
                instruments.

REAL ESTATE DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Real Estate
                Account
              INVESTMENT ADVISOR: Principal Management Corporation
              INVESTMENT OBJECTIVE: to seek to generate a high total return. The
                Account will attempt to achieve its objective by investing
                primarily in equity securities of companies principally engaged
                in the real estate industry.

SMALLCAP DIVISION

              INVESTS IN: Principal Variable Contracts Fund - SmallCap Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account will attempt to achieve its objective by investing
                primarily in equity securities of both growth and value oriented
                companies with comparatively smaller market capitalizations.

SMALLCAP GROWTH DIVISION

              INVESTS IN: Principal Variable Contracts Fund - SmallCap Growth
                Account
              INVESTMENT ADVISOR: Berger LLC through a sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital. The
                Account will attempt to achieve its objective by investing
                primarily in equity securities of growth companies with
                comparatively smaller market capitalizations.




                                                                      15




SMALLCAP VALUE DIVISION

              INVESTS IN: Principal Variable Contracts Fund - SmallCap Value
                Account
              INVESTMENT ADVISOR: J.P. Morgan Investment Management, Inc.
                through a sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek long-term growth of capital by
                investing primarily in equity securities of small companies with
                value characteristics and comparatively smaller market
                capitalizations.

UTILITIES DIVISION

              INVESTS IN: Principal Variable Contracts Fund - Utilities Account
              INVESTMENT ADVISOR: Invista Capital Management, LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: to seek to provide current income and
                long-term growth of income and capital by investing primarily in
                equity and fixed- income securities of companies in the public
                utilities industry.

AIM V.I. GROWTH DIVISION

              INVESTS IN: AIM V.I. Growth Fund
              INVESTMENT ADVISOR: A I M Advisors, Inc.
              INVESTMENT OBJECTIVE: seeks growth of capital.

AIM V.I. GROWTH AND INCOME DIVISION

              INVESTS IN: AIM V.I. Growth and Income Fund
              INVESTMENT ADVISOR: A I M Advisors, Inc.
              INVESTMENT OBJECTIVE: seeks growth of capital with a secondary
                objective of current income.

AIM V.I. VALUE DIVISION

              INVESTS IN: AIM V.I. Value Fund
              INVESTMENT ADVISOR: A I M Advisors, Inc.
              INVESTMENT OBJECTIVE: seeks long-term growth of capital. Income is
                a secondary objective.

AMERICAN CENTURY VP INCOME & GROWTH DIVISION

              INVESTS IN: American Century Variable Portfolios, Inc. VP Income &
                Growth
              INVESTMENT ADVISOR: American Century Investment Management, Inc.
              INVESTMENT OBJECTIVE: seeks dividend growth, current income and
                appreciation. The account will seek to achieve its investment
                objective by investing in common stocks.

16


AMERICAN CENTURY VP ULTRA DIVISION

              INVESTS IN: American Century Variable Portfolios, Inc. VP Ultra
              INVESTMENT ADVISOR: American Century Investment Management, Inc.
              INVESTMENT OBJECTIVE: seeks long-term capital growth.

DIP FOUNDERS DISCOVERY DIVISION

              INVESTS IN: Dreyfus Investment Portfolios Founders Discovery
                Portfolio
              INVESTMENT ADVISOR: Founders Asset Management LLC through a
                sub-advisory agreement
              INVESTMENT OBJECTIVE: seeks capital appreciation. To pursue this
                goal, the portfolio invests primarily in equity securities of
                small, U.S. based companies which are characterized as "growth"
                companies.

FIDELITY VIP CONTRAFUND DIVISION

              INVESTS IN: Fidelity VIP II Contrafund Portfolio
              INVESTMENT ADVISOR: Fidelity Management and Research Company
              INVESTMENT OBJECTIVE: to seek long-term capital appreciation.

FIDELITY VIP EQUITY - INCOME DIVISION

              INVESTS IN: Fidelity VIP Equity - Income Portfolio
              INVESTMENT ADVISOR: Fidelity Management and Research Company
              INVESTMENT OBJECTIVE: to seek reasonable income by investing
                primarily in income-producing equity securities.

FIDELITY VIP HIGH INCOME DIVISION

              INVESTS IN: Fidelity VIP High Income Portfolio
              INVESTMENT ADVISOR: Fidelity Management and Research Company
              INVESTMENT OBJECTIVE: to seek a high level of current income by
                investing primarily in high yielding, lower quality, fixed
                income securities, while also considering growth of capital.

INVESCO VIF - DYNAMICS DIVISION

              INVESTS IN: INVESCO VIF - Dynamics Fund
              INVESTMENT ADVISOR: INVESCO Funds Group
              INVESTMENT OBJECTIVE: seeks long-term capital growth.




                                                                      17




INVESCO VIF - HEALTH SCIENCES DIVISION

              INVESTS IN: INVESCO VIF - Health Sciences Fund
              INVESTMENT ADVISOR: INVESCO Funds Group
              INVESTMENT OBJECTIVE: seeks long-term capital growth.

INVESCO VIF - SMALL COMPANY GROWTH DIVISION

              INVESTS IN: INVESCO VIF - Small Company Growth Fund
              INVESTMENT ADVISOR: INVESCO Funds Group
              INVESTMENT OBJECTIVE: seeks long-term capital growth.

INVESCO VIF - TECHNOLOGY DIVISION

              INVESTS IN: INVESCO VIF - Technology Fund
              INVESTMENT ADVISOR: INVESCO Funds Group
              INVESTMENT OBJECTIVE: seeks long-term capital growth.

JANUS ASPEN AGGRESSIVE GROWTH DIVISION

              INVESTS IN: Janus Aspen Series Aggressive Growth Portfolio
              INVESTMENT ADVISOR: Janus Capital Corporation
              INVESTMENT OBJECTIVE: seeks long-term growth of capital. It
                pursues its objective by investing primarily in common stocks
                selected for their growth potential, and normally invests at
                least 50% of its equity assets in medium-sized companies.

PUTNAM VT GLOBAL ASSET ALLOCATION DIVISION

              INVESTS IN: Putnam VT Global Asset Allocation Fund
              INVESTMENT ADVISOR: Putnam Investment Management, Inc.
              INVESTMENT OBJECTIVE: to seek a high level of long-term total
                return consistent with preservation of capital.

PUTNAM VT VISTA DIVISION

              INVESTS IN: Putnam VT Vista Fund
              INVESTMENT ADVISOR: Putnam Investment Management, Inc.
              INVESTMENT OBJECTIVE: to seek capital appreciation.



18


PUTNAM VT VOYAGER DIVISION

              INVESTS IN: Putnam VT Voyager Fund
              INVESTMENT ADVISOR: Putnam Investment Management, Inc.
              INVESTMENT OBJECTIVE: to seek capital appreciation.

An Investment Advisor agrees to provide investment advisory services for a
specific underlying Mutual Fund. For these services, the Investment Advisor is
paid a fee.


The Company purchases and sells fund shares for the Separate Account at their
net asset value without any sales or redemption charge. The Separate Account has
divisions that correspond to interests in the underlying mutual funds. The
assets of each division are separate from the others. A division's performance
has no effect on the investment performance of any other division.


THE POLICY


The descriptions that follow are based on provisions of the Policy offered by
this prospectus.


TO BUY A POLICY
A completed application and required supplements must be submitted to us through
an agent or broker selling the Policy.

The minimum policy face amount when the Policy is originally issued is $100,000.
We reserve the right to increase or decrease the minimum policy face amount. The
increased minimum face amount would apply only to Policies issued after the
effective date of the increase.


To issue a Policy, we require that the insured be age 85 or younger as of the
policy date. Other underwriting restrictions may apply.


An applicant for the Policy must:
 . furnish satisfactory evidence of insurability of the insured; and
 . meet our insurance underwriting guidelines and suitability rules.

If you want insurance coverage to start at the time the application is
submitted, you must send a payment with your completed application. The amount
is shown on the policy illustration provided to you by your registered
representative. If this amount is submitted with the application, a conditional
receipt is given to you. The receipt acknowledges the initial payment and
details any interim conditional insurance coverage.


We reserve the right to reject any application or related premium if we
determine that our underwriting guidelines, suitability rules or procedures have
not been met.


Policy Date
- -----------
If we issue a Policy, a policy date is determined. Policies will not be dated on
the 29th, 30th or 31st of any month. Policies that would otherwise be dated on
these dates are dated on the 28th of the same month. Policies that are issued on
a COD basis and that would otherwise be dated on the 29th, 30th or 31st of a
month will be dated on the first day of the following month. Your policy date is
shown on the current data pages. Current data pages are the most recent policy
specification pages issued to a policy owner and located in the policy.

Upon specific request and our approval, your Policy may be backdated. The policy
date may not be more than six months prior to the date of application (or
shorter period if required by state law). Payment of at least the monthly policy
charges is required for the backdated period. Monthly policy charges are
deducted from the policy value for the backdated period.


                                                                      19




Effective Date
- --------------
The Policy date and the effective date are the same unless:
 . a backdated Policy date is requested; or
 . a Policy is applied for on a COD basis (the effective date is the date we
  received at least the monthly policy charge); or
 . application amendments are required (the effective date is the date we
  receive, review and accept amendments).

The insurance coverage does not take effect until you actually receive the
Policy. If the insured was to die before the owner actually receives the Policy,
there is no coverage under the Policy (coverage is determined solely under the
terms of conditional receipt, if any).


PAYMENT OF PREMIUMS
The amount and frequency of your premium payments affects the policy value, the
net surrender value and how long the Policy remains in force. After the initial
premium, you may determine the amount and timing of subsequent premium payments
within certain restrictions. The no lapse guarantee premium is shown on the
current data pages for your Policy. You must pay premiums to us at our home
office, Principal Life Insurance Company, 801 Grand (IDPC), Des Moines, Iowa
 50392.

The planned periodic premium schedule reflects the premiums the policy owner
PLANS to pay at the time the contract is issued. Determination of whether the
no-lapse guarantee remains in effect is based on the ACTUAL premiums paid.


The no-lapse guarantee provision provides that, subject to satisfaction of the
no-lapse premium requirement, the policy will not terminate during the first
five policy years even if the policy's net surrender value is insufficient to
cover the monthly policy charge.


The no-lapse guarantee premium requirement requires that (a minus b) is greater
than or equal to (c) where:
 . (a) is the sum of premiums paid;
 . (b) is the sum of all existing policy loans, unpaid loan interest and partial
  surrenders; and
 . (c) is the sum of the no lapse guarantee monthly premiums since the policy
  date to the most recent monthly date.

No-lapse guarantee premiums are per $1000 of face amount and vary by issue age,
gender and smoking status.* There are no policy charges for the no-lapse
guarantee.


The death benefit guarantee rider provides that, subject to satisfaction of the
death benefit guarantee requirement, the policy will not terminate prior to the
later of the insured attaining age 65 or 5 years from policy issue even if the
policy's net surrender value is insufficient to cover the monthly policy charge.


The death benefit guarantee premium requirement requires that (a minus b) is
greater than or equal to (c) where:
 . (a) is the sum of premiums paid;
 . (b) is the sum of all existing policy loans, unpaid loan interest and partial
  surrenders; and
 . (c) is the sum of the death benefit guarantee monthly premiums since the
  policy date to the most recent monthly date.

Death benefit guarantee premiums are per $1000 of face amount and vary by issue
age and gender.* There are no policy charges for the death benefit guarantee.
The death benefit guarantee coverage period is limited to a maximum of 20 years
in New Jersey and Texas.


Preauthorized withdrawals may be set up on a monthly basis (to allow us to
automatically deduct premium payments from your checking or other financial
institution account). We send premium reminder notices to you if you establish
an annual, semiannual or quarterly premium payment schedule. You may also make
unscheduled payments to us at our home office or by payroll deduction (where
permitted by state law and approved by us).


    * NOTE: The amounts of the no-lapse guarantee premium and the death benefit
      guarantee premium are different due to the length of the guarantee periods
      provided by each.  The no-lapse guarantee premium
      provides a guarantee that the Policy will not lapse during the first five
      policy years. The death benefit guarantee premium provides a guarantee
      that the Policy will not lapse during the later of the first five policy
      years or the insured's age 65. Since the death benefit guarantee can
      provide a longer no-lapse guarantee, the death benefit guarantee premium
      is higher than no-lapse guarantee premium.

      Using the same scenario (Male, Age 45, Preferred Nonsmoker, $250,000 Level
      Death Benefit) as in the illustrations in Appendix A, the no-lapse
      guarantee premium would be $2,333 and the death benefit guarantee premium
      would be $3,755.

      The insured can choose either the no-lapse guarantee or death benefit
      guarantee at policy issue based upon the premium they willing to pay.  If
      the insured commits to paying at least the death benefit guarantee
      premium, they will have a guaranteed no-lapse period that will run longer
      than period under the no-lapse guarantee.


PREMIUM LIMITATIONS
In no event may the total of all premiums paid, both scheduled and unscheduled,
be more than the current maximum premium payments allowed for life insurance
under the Internal Revenue Code (the "Code"). If you make a premium payment that
would result in total premiums exceeding the current maximum limitation, we only
accept that portion of the payment that makes total premiums equal the maximum.
Any excess will be returned and no further premiums are accepted until allowed
by the current maximum premium limitations.

ALLOCATION OF PREMIUMS
Your initial net premium (and other net premiums we receive prior to the
effective date and twenty days after the effective date) is allocated to the
Money Market division at the end of the valuation date we receive the premium.
Twenty-one days after the effective date, the money is reallocated to the
divisions and/or to the Fixed Account according to your instructions. Generally,
the twenty day period corresponds to the maximum free-look period (except for
policies purchased in California by applicants over age 60) (see, Ten Day
Examination Offer (Free-Look Provision)). If the twenty-first day is not a
business day, the transfer will occur on the first business day following the
twenty-first day from the effective date.
     Example: The effective date of your Policy is February 1st. Your net
           premium is allocated to the Money Market division at the end of the
           valuation period we receive the premium. At the close of business on
           February 21st, the net premium is reallocated to the division and/or
           Fixed Account that you selected.

Net premium payments received after the twenty-day period are allocated to the
divisions or to the Fixed Account according to your instructions. For each
division and the Fixed Account, the allocation percentage must be zero or a
whole number. The total of all the percentages for the divisions and the Fixed
Account must equal 100. The percentage allocation for future premium payments
may be changed, without charge, at any time by:
 . sending a written request to us;
 . if telephone privileges apply, calling us at 1-800-247-9988; or
 . if internet privileges apply visiting www.principal.com.

The allocation changes are effective at the end of the valuation period in which
your new instructions are received.


TEN DAY EXAMINATION OFFER (FREE-LOOK PROVISION)
Under state law, you have the right to return the Policy for any reason during
the free-look period and receive your premiums paid. (If you apply for your
Policy in California, the amount refunded is described below.) Your request to
return the Policy must be in writing. The request and the Policy must be mailed
to us or returned to the agent no later (as determined by the postmark) than the
last day of the free-look period as shown below.


The free-look period is the later of:
 . 10 days* after the Policy is delivered to you; or
 . 45 days after you complete the application.
  * Different free-look periods apply if your Policy is issued in: California
    and you are age 60 and over (30 day free-look period); Colorado (15 day
    free-look period); or Idaho or North Dakota (20 day free-look period).



                                                                      21




If you applied for your Policy in California, the amount refunded is:
 . the policy value as of the date we receive your written request for
  cancellation;
 . plus the premium expense charge(s) deducted from the premium;
 . plus the monthly policy charge(s) deducted from the policy value.

NOTES:

 . See GENERAL PROVISIONS - Delay of Payments.
 . If the purchase of this Policy is a replacement for another life insurance
  policy or an annuity contract, different free-look periods may apply. We
  reserve the right to keep the initial premium payment in the Money Market
  division longer than 20 days to correspond to the free-look periods of a
  particular state's replacement requirements.

POLICY VALUES
Your policy value is equal to the sum of the values in your divisions, Fixed
Account and Loan Account (see THE FIXED ACCOUNT and THE POLICY - Loan Account).
The policy value also reflects your premium payments, partial surrenders, policy
loans and the policy expenses deducted from the divisions and the Fixed Account.

There is no guaranteed minimum division value. Its value reflects the investment
experience of the division that you choose. It is possible that the investment
performance could cause a loss of the entire amount allocated to the divisions.
Without additional premium payments or investments in the Fixed Account or a
death benefit guarantee rider, this could result in no death benefit upon the
insured's death.


At the end of any valuation period, your value in a division is:
 . the number of units you have in the division
 . multiplied by the value of a unit in the division.

The number of units is the total of units purchased by allocations to the
division from:
 . your initial premium payment (less premium expense charges);
 . plus subsequent premium payments (less premium expense charges);
 . plus transfers from another division or the Fixed Account
minus units sold:
 . for partial surrenders from the division;
 . as part of a transfer to another division, the Fixed Account or the Loan
  Account; and
 . to pay monthly policy charges.

Unit values are calculated each valuation date. To calculate the unit value of a
division, the unit value from the previous valuation date is multiplied by the
division's net investment factor for the current valuation period. The number of
units does not change due to a change in unit value.


The net investment factor measures the performance of each division. The net
investment factor for a valuation period is calculated as follows:

  [{the share price of the underlying mutual fund at the end of the valuation
                     period before that day's transactions
                                      plus
the per share amount of the dividend (or other distribution) made by the mutual
                       fund during the valuation period}
                                   divided by
    the share price of the underlying mutual fund at the end of the previous
                valuation period after that day's transactions].

When an investment owned by an underlying mutual fund pays a dividend, the
dividend increases the net asset value of a share of the underlying mutual fund
as of the date the dividend is recorded. As the net asset value of a share of an
underlying mutual fund increases, the unit value of the corresponding division
also reflects an increase. Payment of a dividend under these circumstances does
not increase the number of units you own in the division.

22


DIVISION TRANSFERS
You may request an unscheduled transfer or set up a periodic transfer by:
 . sending us a written request;
 . calling us if telephone privileges apply (1-800-247-9988); or
 . visiting www.principal.com (if internet privileges apply).

You must specify the dollar amount or percentage to transfer from each division.
The transfer is made, and the values determined as of the end of the valuation
period in which we receive your request. In states where allowed, we reserve the
right to reject transfer instructions from someone providing them for multiple
Policies for which he or she is not the owner.


You may not make a transfer to the Fixed Account if:
 . a transfer has been made from the Fixed Account to a division within six
  months; or
 . immediately after the transfer, the Fixed Account value would be more than
  $1,000,000 (without our prior approval).

Unscheduled Transfers
- ---------------------
You may make unscheduled transfers from a division to another division or to the
Fixed Account. The minimum transfer amount is the lesser of $100 or the value of
your division.

Scheduled Transfers (dollar cost averaging (DCA))
- -------------------------------------------------
You may elect to have automatic transfers made on a periodic basis without an
additional charge.
 . The amount of the transfer is:
  . the dollar amount you select (the minimum is the lesser of $100 or the value
    of the division); or
  . a percentage of the division value as of the date you specify (other than
    the 29th, 30th or 31st).
 . You select the transfer date (other than the 29th, 30th or 31st) and the
  transfer frequency (annually, semi-annually, quarterly or monthly).
 . If the selected date is not a valuation date, the transfer is completed on the
  next valuation date.
 . The value of the division must be equal to or more than $2,500 when your
  scheduled transfers begin.
 . Transfers continue until your interest in the division has a zero balance or
  we receive notice to stop them.
 . We reserve the right to limit the number of divisions from which simultaneous
  transfers are made. In no event will it ever be less than two.

FIXED ACCOUNT TRANSFERS
Transfers from your investment in the Fixed Account to your division(s) are
subject to certain limitations. You may transfer amounts by making either a
scheduled or unscheduled Fixed Account transfer. You may not make both a
scheduled and unscheduled Fixed Account transfer in the same policy year. In
states where allowed, we reserve the right to reject transfer instructions from
someone providing them for multiple Policies for which he or she is not the
owner.

Unscheduled Transfers
- ---------------------
You may make one unscheduled Fixed Account transfer to a division(s) within the
30 day period following each policy anniversary.
 . You must specify the dollar amount or percentage to be transferred (not to
  exceed 25% of the Fixed Account value as of the most recent policy
  anniversary).
 . The minimum transfer amount must be at least $100 (or the entire value of your
  Fixed Account if less).
 . If your Fixed Account value is less than $1,000, you may transfer up to 100%
  of your Fixed Account.


                                                                      23




Scheduled Transfers (dollar cost averaging (DCA))
- -------------------------------------------------
You may make scheduled transfers on a monthly basis from the Fixed Account to
your division(s) without an additional charge as follows:
 . The value of your Fixed Account must be equal to or more than $2,500 when your
  scheduled transfers begin. We reserve the right to change this amount but it
  will never be more than $10,000.
 . The amount of the transfer is:
  . the dollar amount you select (minimum of $100); or
  . a percentage of the Fixed Account value (the maximum amount of the transfer
    is 2% of the Fixed Account value as of the specified date) as of the date
    you specify which may be:
    . the later of the policy date or most recent policy anniversary date; or
    . the date the Company receives your request.
 . Transfers occur on a date you specify (other than the 29th, 30th or 31st of
  any month).
 . If the selected date is not a valuation date, the transfer is completed on the
  next valuation date.

Scheduled transfers continue until your value in the Fixed Account has a zero
balance or we receive your notice to stop them. You may change the amount of the
transfer once each policy year by:
 . sending us a written request;
 . calling us if telephone privileges apply (1-800-247-9988); or
 . visiting www.principal.com (if internet privileges apply).

If you stop the transfers, you may not start them again until six months after
the last scheduled transfer.


AUTOMATIC PORTFOLIO REBALANCING (APR)
APR allows you to maintain a specific percentage of your policy value in your
divisions over time.
     Example: You may choose to rebalance so that 50% of your policy values are
           in the Bond division and 50% in the Capital Value division. At the
           end of the specified period, market changes may have caused 60% of
           your value to be in the Bond division and 40% in the Capital Value
           division. By rebalancing, units from the Bond division are sold and
           the proceeds are used to purchase units in the Capital Value division
           so that 50% of the policy values are once again invested in each
           division.

You may elect APR at the time of application or after the Policy has been
issued.


APR transfers:
 . do not begin until the expiration of the free-look period;
 . are done without charge;
 . may be done on the frequency you specify:
  . quarterly APR transfers may be done on a calendar year or policy year basis,
  . semiannual or annual APR transfers may only be done on a policy year basis.
 . may be done:
  . if telephone privileges apply, by calling us at 1-800-247-9988;
  . mailing us your written request;
  . faxing your request to us; or
  . if internet privileges apply, by visiting www.principal.com.
 . The transfers are made at the end of the next valuation period after we
  receive your instruction.
 . APR is not available for values in the Fixed Account. If you have scheduled
  transfers from divisions, APR is not available for those divisions.

24


POLICY LOANS
While your Policy is in effect and has a net surrender value, you may borrow
money from us with the Policy as the security for the policy loan.
 . The minimum policy loan is $500.
 . The maximum amount you may borrow is 90% of the net surrender value as of the
  date we process the policy loan.
 . If telephone privileges apply, you may request a policy loan of $5,000 or less
  by calling us at 1-800-247-9988. If you do not have telephone privileges or
  are requesting a policy loan of more than $5,000, your request must be made in
  writing.
 . Generally, policy loan proceeds are sent within five business days from the
  date we receive your request (see GENERAL PROVISIONS - Delay of Payments).
 . Requests for policy loans from any joint owner are binding on all joint
  owners.

LOAN ACCOUNT
When a policy loan is taken, an amount equal to the loan is transferred from
your division(s) and Fixed Account to your Loan Account. Loan Accounts are part
of our General Account. You may instruct us on the proportions to be taken from
your accounts. If you do not provide such instruction, the loan amount is
withdrawn in the same proportion as the allocation used for the most recent
monthly policy charge. Any loan interest due and unpaid is transferred in the
same manner.

Your Loan Account earns interest from the date of transfer. The loan account
interest rate is 4.00% per year. Interest accrues daily and is paid at the end
of the policy year.


You are charged interest on your policy loan. During the first ten policy years,
the interest rate is 5.50% per year. After policy year ten, the interest rate is
3.80% per year. Interest accrues daily and is due and payable at the end of the
policy year. If interest is not paid when due, it is added to the loan amount.
Adding unpaid interest to the policy loan amount causes additional amounts to be
withdrawn from your Fixed Account and/or division(s) and transferred to the Loan
Account. Withdrawals are made in the same proportions as described above.


Policy loans and unpaid loan interest reduce your net surrender value. If the
net surrender value is less than the monthly policy charges on a monthly date,
the 61-day grace period provision applies (see POLICY TERMINATION AND
REINSTATEMENT - Policy Termination).


While the Policy is in force and before the insured dies, policy loans and loan
interest may be repaid as follows:
 . policy loans may be repaid totally or in part;
 . repayments are allocated to the division(s) and Fixed Account in the
  proportions used for allocation of premium payments; and
 . payments that we receive that are not designated as premium payments are
  applied as loan repayments if a policy loan is outstanding.

A policy loan generally has a permanent effect on policy values. If a policy
loan had not been made, the policy value would reflect the investment experience
of the division(s) and the interest credited to the Fixed Account. In addition,
policy loans and unpaid loan interest are subtracted from:
 . death proceeds at the death of the insured;
 . surrender value upon total surrender or termination of a Policy; and
 . maturity proceeds payable at maturity.

If the Policy lapses with an outstanding loan balance, there may be tax
consequences. Please consult a competent tax advisor.


                                                                      25




SURRENDERS
You must send us a written request for any surrender. The request must be signed
by all owners, irrevocable beneficiary(ies), if any, and any assignees.

Total surrender
- ---------------
You may surrender the Policy on or before the maturity date while the Policy is
in effect. You receive the net surrender value at the end of the valuation
period during which we receive your surrender request. The net surrender value
is the total of the values of your divisions plus your Fixed Account plus your
Loan Account minus any applicable surrender charge, policy loans and unpaid loan
interest (see CHARGES AND DEDUCTIONS - Surrender Charge).
 . We reserve the right to require you to return the Policy to us prior to making
  any payment though this does not affect the amount of the cash surrender
  value.
 . If the total surrender is within ten years of the policy date or a policy face
  amount increase, a surrender charge is imposed.

Partial surrender
- -----------------
After the first policy anniversary and prior to the maturity date, you may
surrender a part of the Fixed Account and/or division value by sending us a
written request. The surrender is effective as of the end of the valuation
period during which we receive your written request for surrender. You may not
request more than two partial surrenders in each policy year.

The minimum amount of a partial surrender is $500. The total of your two partial
surrenders during a policy year may not be greater than 75% of the net surrender
value (as of the date of the request for the first partial surrender in that
policy year). The partial surrender may not decrease the policy face amount to
less than $100,000.


Your policy value is reduced by the amount of the surrender. We surrender units
from the division and/or values from the Fixed Account to equal the dollar
amount of the surrender request. The surrender is deducted from your Fixed
Account value and/or your division(s) according to the surrender allocation
percentages you specify. If surrender allocation percentages are not specified,
we use your monthly policy charge allocation percentages. Reduction of the total
face amount is made on a last-in, first-out basis. No surrender charge is
imposed on a partial surrender.


If Option 1 death benefit is in effect, the total face amount is reduced by the
amount of the partial surrender. If Option 3 death benefit is in effect, then
the total face amount may be reduced by the amount of the partial surrender if
the total partial surrenders exceed the premiums paid. Any reduction of the
total face amount will be made on a last in, first out basis. Total and partial
surrenders from the Policy are generally paid within five business days of our
receipt of your written request for surrender. Certain delays in payment are
permitted (see GENERAL PROVISIONS - Delay of Payments).


DEATH BENEFITS AND RIGHTS


DEATH PROCEEDS
If the insured dies before the maturity date, we pay death proceeds.
 . We must receive proof of the death of the insured and all other required
  documents.
 . Payments are made to your named beneficiary(ies) under your designated death
  benefit option (see GENERAL PROVISIONS - Beneficiary).

The payments are made in cash lump sum or under a benefit payment option
selected by the beneficiary(ies). Death proceeds are calculated as of the date
of the insured's death and include:
 . the death benefit described below;
 . plus proceeds from any benefit rider on the insured's life;
 . minus policy loans and unpaid loan interest;
 . minus any overdue monthly policy charges if the insured died during a grace
  period;
 . plus interest on the death proceeds as required by state law.

26


DEATH BENEFIT OPTION
You choose death benefit Option 1, Option 2 or Option 3 at the time of
application.

Option 1
- --------
The death benefit is the greater of 1) the Policy's current face amount, or 2)
the Policy value on the date of death multiplied by the applicable percentage.
The applicable percentage is 250% for an insured currently age 40 or below. The
percentage declines with increasing ages. The death benefit remains level unless
the applicable percentage of Policy value exceeds the current face amount (in
which case the death benefit varies as the Policy value varies).

Illustration of Option 1
- ------------------------
Assume that the insured's current age is under age 40, there is no loan amount
and the Policy face amount is $500,000.

Under Option 1, the death benefit must be equal or greater than 250% of the
Policy value. If the Policy value is more than $200,000, the death benefit is
greater than $500,000. Each additional dollar added to the Policy value above
$200,000 increases the death benefit by $2.50. If the Policy value exceeds
$200,000 and increases by $100 because of investment performance or premium
payments, the death benefit increases by $250.


Similarly, if the Policy value exceeds $200,000, each dollar taken out of the
Policy value reduces the death benefit by $2.50. For example, if the Policy
value is reduced from $500,000 to $450,000 because of partial surrenders,
charges or negative investment performance, the death benefit is reduced from
$1,250,000 to $1,125,000. However, if at any time the Policy value multiplied by
the applicable percentage is less than the face amount, the death benefit equals
the current face amount of the Policy.


Option 2
- --------
The death benefit is equal to the greater of 1) the current face amount plus the
Policy value on the date of death, or 2) the Policy value on the date of death
multiplied by the applicable percentage.

Illustration of Option 2
- ------------------------
Assume that the insured's current age is under 40, there is no loan amount and
the Policy face amount is $500,000.

A Policy with a Policy value of $100,000 has a death benefit of $600,000
($500,000 plus $100,000). A Policy value of $300,000 has a death benefit of
$800,000 ($500,000 plus $300,000). The death benefit however must be at least
250% of the Policy value. As a result, if the Policy value exceeds $333,334, the
death benefit is greater than the face amount plus Policy value. Each additional
dollar of Policy value above $333,334 increases the death benefit by $2.50. If
the Policy value exceeds $333,334 and increases by $100 because of investment
performance or premium payments, the death benefit increases by $250.


If the Policy value exceeds $333,334, each dollar taken out of the Policy value
reduces the death benefit by $2.50. For example, the Policy value is reduced
from $400,000 to $340,000 because of partial surrenders, charges or negative
investment performance, the death benefit is reduced from $1,000,000 to
$850,000. However, if the Policy value multiplied by the applicable percentage
is less than the Policy face amount plus the Policy value, then the death
benefit is the current face amount plus the Policy value.


NOTE: The $333,334 policy value referred to in the death benefit option 2
     example is the cut-off above which the policy owner's death benefit is
     derived by the operation of the death benefit corridor. Taking a $333,334
     policy value times the 2.50 corridor factor in the example results in
     essentially the same $833,334 death benefit as determined by the death
     benefit option 2 calculation of the $500,000 face amount plus the $333,334
     policy value.

                                                                      27


Option 3
- --------
The death benefit is equal to the greater of 1) the current face amount plus the
premiums paid minus the withdrawals up to the date of death, or 2) the Policy
value on the date of death multiplied by the applicable percentage.

Illustration of Option 3
- ------------------------
Assume that the insured's current age is under 40, there is no loan amount and
the Policy face amount is $500,000.

A Policy with a Policy value of $100,000, premiums paid to date of $60,000 and
withdrawals to date of $20,000 has a death benefit of $540,000 ($500,000 plus
$60,000 minus $20,000). A Policy with a Policy value of $300,000, premiums paid
to date of $225,000 and withdrawals to date of $75,000 has a death benefit of
$650,000 ($500,000 plus $225,000 minus $75,000). The death benefit however must
be at least 250% of the Policy value. As a result, if the Policy value exceeds
$260,000, the death benefit is greater than the face amount plus premiums paid
to date minus withdrawals to date. Each additional dollar of Policy value above
$260,000 increases the death benefit by $2.50. If the Policy value exceeds
$260,000 and increases by $100 because of investment performance or premium
payments, the death benefit increases by $250.


If the Policy value exceeds $260,000, each dollar taken out of the Policy value
reduces the death benefit by $2.50. For example, the Policy value is reduced
from $300,000 to $240,000 because of charges or negative investment performance,
the death benefit is reduced from $750,000 to $600,000. However, if the Policy
value multiplied by the applicable percentage is less than the Policy face
amount plus the premiums paid to date minus the withdrawals to date, then the
death benefit is the current face amount plus the premiums paid to date minus
the withdrawals to date.



NOTE: The $260,000 policy value referred to in the death benefit option 3
     example is the cut-off above which the policy owner's death benefit is
     derived by the operation of the death benefit corridor. Taking a $260,000
     policy value times the 2.50 corridor factor in the example results in the
     same $650,000 death benefit as determined by the death benefit option 3
     calculation of the $500,000 face amount plus the $225,000 of premium less
     the $75,000 of withdrawals.


The applicable percentage lowers as the insured's age increases. If the current
age of the insured in the illustration is 50 (rather than age 40), the
applicable percentage would be 185%.

                            APPLICABLE PERCENTAGES*
 (For ages not shown, the applicable percentages decrease by a pro-rata portion
                              for each full year.)


 INSURED'S ATTAINED AGE         PERCENTAGE
 ----------------------         ----------
                       
      40 and under                  250
           45                       215
           50                       185
           55                       150
           60                       130
           65                       120
           70                       115
     75 through 90                  105
      95 and older                  100



    * We reserve the right, where allowed by law, to change or delete the
      percentages as required by changes to the Internal Revenue Code.

28


CHANGE IN DEATH BENEFIT OPTION
You may change the death benefit option on or after the first policy
anniversary. Up to two changes are allowed per policy year. Your request must be
made in writing and approved by us. The effective date of the change will be the
monthly date that coincides with or next follows our approval. Changing the
death benefit option changes the future cost of insurance.

If you change from Option 1 to Option 2, the new total face amount is the old
total face amount decreased by the policy value (as of the effective date of the
change). The change is not allowed if it would result in a policy face amount of
less than $100,000. A change from Option 1 to Option 2 may require evidence of
insurability for the new death benefit if required by our underwriting
guidelines in place at the time of your request.


If you change from Option 2 to Option 1, the new total face amount is the old
total face amount increased by the policy value (as of the effective date of the
change). A change from Option 2 to Option 1 does not require evidence of
insurability.


If you change from Option 3 to Option 1, the new total face amount is the old
total face amount increased by premiums paid less withdrawals made (as of the
effective date of the change). If you change from Option 3 to Option 2, the new
policy face amount is the old policy face amount adjusted by premiums paid (less
withdrawals made) decreased by the policy value (as of the effective date of the
change). A change from Option 3 to Option 2 may require evidence of insurability
for the new death benefit if required by our underwriting guidelines in place at
the time of your request.


You may not change from Option 1 to Option 3 or from Option 2 to Option 3.


ADJUSTMENT OPTIONS

Increase in policy face amount
- ------------------------------
You may request an increase at any time provided that the Policy is not in a
grace period, and monthly policy charges are not being waived under a rider. The
minimum increase in policy face amount is $50,000. A policy face amount increase
request made in the first 60 policy months will increase the no lapse guarantee
premium for the remainder of the 60 months.

The request must be made on an adjustment application. The application must be
signed by the owner(s) and the insured. If your request is not approved, no
changes are made to your Policy.


We will approve your request if:
 . the insured is alive at the time of your request; and
 . the attained age of the insured is 85 or less at the time of the request; and
 . we receive evidence satisfactory to us that the insured is insurable under our
  underwriting guidelines in place at the time of your request.

The increase in policy face amount is in a risk classification determined by us.
The adjustment is effective on the monthly date on or next following our
approval of your request. No free-look period applies to an increase in policy
face amount.


We calculate an "adjustment conditional receipt premium deposit" (payment that
accompanies request) based on your request for an increase. If you make a
payment with your adjustment application of at least as much as the adjustment
conditional receipt premium deposit, we issue a conditional receipt. The
conditional receipt shows receipt of the payment and outlines any interim
insurance coverage.


Any payment made with the adjustment application is held in our General Account
without interest. If we approve the adjustment, on the effective date of the
adjustment, the amount of the premium payment being held minus the premium
expense charge, is moved to the divisions and/or Fixed Account. Your current
premium allocation percentages are used to make this allocation.


                                                                      29




The cost of insurance charge will increase in the event of an increase in a
policy's face amount. If there is insufficient value to pay the higher charges
after an increase in face amount, the policy will lapse, unless the no-lapse or
death benefit guarantees are in effect. The entire policy would be at risk of
lapsing, not just the incremental increase in face amount.


Decrease in policy face amount
- ------------------------------
After the first policy year, you may request a decrease in the policy face
amount. No transaction fee is imposed on decreases in the policy face amount. A
decrease in face amount lowers the cost of insurance charges. A decrease is
requested as follows:
 . the request must be made on an adjustment application;
 . the application must be signed by the owner(s);
 . the policy is not in a grace period;
 . monthly policy charges are not being waived under a waiver rider;
 . the minimum amount of the decrease is $25,000; and
 . the decrease may not reduce the policy face amount below $100,000.

CHARGES AND DEDUCTIONS


We make certain charges and deductions to support operation of the Policy and
the Separate Account. Some charges are deducted from premium payments when they
are received. Other charges are deducted on a monthly basis while others are
deducted at the time a Policy is surrendered or terminated.


PREMIUM EXPENSE CHARGE
When we receive your premium payment, we deduct a premium expense charge.
Deductions from premiums during each of the first five years and with respect to
premiums made because of a policy face amount increase, during the first five
years after the increase, equal:
 . sales load of 3.00% of premiums paid
 . plus 2.20% for state and local taxes
 . plus 1.25% for federal taxes.

Deductions from premiums after the fifth policy year (and after five years of a
policy face amount increase) equal:
 . 2.20% for state and local taxes
 . plus 1.25% for federal taxes.

The sales load is intended to pay us for distribution expenses. These expenses
include commissions paid to registered representatives, printing of prospectuses
and sales literature, and advertising. Sales loads charged in any policy year
are not necessarily related to actual distribution expenses incurred in that
year. We expect that the majority of these expenses are incurred in the early
years of a Policy and that any deficit is made up during the life of the Policy.


If distribution expenses are more than the sales load (including the sales load
portion of the surrender charge), the deficit is made up from our other assets
or surplus in our General Account.


MONTHLY POLICY CHARGE
The monthly policy charge is intended to cover certain charges and expenses
incurred in connection with the Policy. Deductions are made up of:
 . a charge for the cost of insurance;
 . a charge for any optional benefit added by rider(s);
 . a monthly administration charge; and
 . an asset based charge (applies to the divisions, the Fixed Account, and the
  Loan Account).

30


On the policy date and each monthly date thereafter, we deduct the charge from
your policy value in the divisions and/ or Fixed Account (but not your Loan
Account). The deduction is made using your current monthly policy charge
allocation percentages. Your allocation percentages may be:
 . the same as allocation percentages for premium payments;
 . determined on a prorated basis; or
 . determined by any other allocation method which we agree upon.

For each division and/or the Fixed Account, the allocation percentage must be
zero or a whole number. The total of the allocation percentages must equal 100.
Allocation percentages may be changed without charge. A request for an
allocation change is effective on the date we receive the request. If we cannot
follow your instructions because of insufficient value in any Fixed Account
and/or the division, the monthly policy charge is deducted on a prorated basis.


COST OF INSURANCE CHARGE
Your monthly cost of insurance charge is (a) multiplied by (b) minus (c) where:
 . (a) is the cost of insurance rate described below divided by 1,000;
 . (b) is the death benefit at the beginning of the policy month, divided by
  1.0024663 (the sum of one plus the monthly guaranteed fixed account interest
  rate); and
 . (c) is the policy value at the beginning of the policy month calculated as if
  the monthly policy charge was zero.

The cost of insurance rate is based on the gender*, issue age, duration since
issue, smoking status, and risk classification of the insured. We determine the
rate based on our expectation as to investment earnings, expenses, mortality and
persistency experience. Changes in the cost of insurance rates apply to all
individuals of the same age, gender* and risk classification. The rate for the
policy face amount will never exceed the rate shown in the Table of Guaranteed
Maximum Cost of Insurance Rates in the Policy. The guaranteed maximum cost of
insurance rate is based on the gender*, attained age and risk classification of
the insured.


Different cost of insurance rates may apply to policy face amount increases and
to supplemental benefit riders. The cost of insurance for the increase is based
on the insured's gender*, issue age, duration since issue, smoking status, and
risk classification at the time of the increase. The guaranteed maximum cost of
insurance rate for the increase is based on the insured's gender*, attained age
and risk classification at the time of the increase.

  * The cost of insurance rate for Policies issued in states which require
    unisex pricing or in connection with employment related insurance and
    benefit plans is not based on the gender of the insured.


ADMINISTRATION CHARGE

Current charges
- ---------------
 . The current monthly administrative charge is $25.00 per month during the first
  policy year.
 . After the first policy year, the administrative charge is $10.00 per month.

Guaranteed administration charges
- ---------------------------------
In all policy years, the guaranteed maximum monthly administration charge is
$25.00 per month.

The monthly administration charge reimburses us for the administrative expenses
of the Policy and the Separate Account. Administration expenses do not include
the cost of selling the Policy. They do include the costs of: processing
applications; conducting medical examinations; determining insurability;
establishing and maintaining records; processing death benefit claims and policy
changes, reporting and overhead. We do not expect to collect more from the
administration charges than our actual accumulated expenses.


For Policies sold in New York, both the current and guaranteed administration
charges are $8.00 per month.


                                                                      31




ASSET BASED CHARGE
The expense risk we assume is that expenses incurred in issuing and
administering the policy are greater than we estimated. The Company expects to
make a profit from this charge to the extent it is not needed to provide
benefits and pay expenses under the Policies.

Each month during the first ten policy years, we deduct a charge for these risks
at an annual rate of 0.70% of the value(s) of your division(s) and of the Fixed
Account. Each month thereafter, we deduct a charge at an annual rate of 0.20% of
the value(s) of your division(s) and of the Fixed Account.


We reserve the right to increase the annual rate but guarantee that the maximum
annual rate will not exceed 0.70%. If we increase the annual rate, the increase
will only apply to policies issued on or after the date of the increase.


SURRENDER CHARGE
Surrender charges vary based on the target premium of the policy and the
premiums paid. The charge applies only during the first ten policy years unless
there is a policy face amount increase. A policy face amount increase has its
own surrender charge period that begins on the adjustment date. The total
surrender charge on the policy is the sum of the surrender charges for the
policy face amount at issue and each policy face amount increase. The surrender
charge is not affected by any decrease in policy face amount or any change in
policy face amount resulting from a change of death benefit options.

The surrender charge compensates us for expenses relating to the sale of the
Policy. These include commissions, advertising and printing of prospectuses and
sales literature. The surrender charge also reimburses us for expenses incurred
in issuing the Policy. These expenses include processing the application
(primarily underwriting) and setting up records. This charge is intended to
cover the average anticipated issue expenses for all Policies. There may not be
a direct relationship between the amount of the charge for any given Policy and
the amount of expenses attributable to that Policy.


The surrender charge on an early surrender or Policy lapse is significant. As a
result, you should purchase a Policy only if you have the financial capacity to
keep it in force for a substantial period of time.


Surrender charge percentage
- ---------------------------
The surrender charge is (a) multiplied by (b) multiplied by (c) where:
 . (a) is the target premium shown in Appendix B;
 . (b) is the percentage shown below which varies by issue age (or age at the
  time of a face amount increase) and state in which the Policy was issued:


                                       OTHER THAN
      ISSUE AGE        NEW YORK         NEW YORK
      ---------        --------         --------
                              
         0-60            100%             100%
        61-65             94              100
        66-70             89              100
        71-75             84              100
        76-80             65               85
        81-85             53               70




 . (c) is the applicable surrender charge percentage shown below:


                  SURRENDER CHARGE PERCENTAGE TABLE
                  ---------------------------------
     NUMBER OF YEARS SINCE POLICY     THE FOLLOWING PERCENTAGE OF
    DATE AND/OR THE ADJUSTMENT DATE   SURRENDER CHARGE IS PAYABLE
    -------------------------------   ---------------------------
                                  
              1 through 5                       100.00%
                   6                             95.24
                   7                             85.71
                   8                             71.43
                   9                             52.38
                  10                             28.57
             11 and later                        00.00




32


OTHER CHARGES
The assets of each division are used to purchase shares in a corresponding
mutual fund at net asset value. The net asset value of the mutual fund reflects
management fees and operating expenses already deducted from the assets of the
mutual fund. Current management fees and operating expenses for each mutual fund
are shown in the section entitled THE FUNDS.

SPECIAL PROVISIONS FOR GROUP OR SPONSORED ARRANGEMENTS
Where permitted by state law, Policies may be purchased under group or sponsored
arrangements as well as on an individual basis. A group arrangement is a program
under which a trustee, employer or similar entity purchases Policies covering a
group of individuals on a group basis. A sponsored arrangement is a program
under which an employer permits group solicitation of its employees or an
association permits group solicitation of its members for the purchase of
Policies on an individual basis.

Charges and deductions may be reduced for Policies purchased under a group or
sponsored arrangement including waiver of premium sales load and waiver of
surrender charge. Reductions may be available to:
 . employees, officers, directors, agents and immediate family members of the
  group or sponsored arrangement, and
 . employees of agents of the Company and its subsidiaries.

Reductions are made under our rules in effect on the date a Policy application
is approved and are based on certain criteria (size of group, expected number of
participants, anticipated premium payments).


Generally, the sales contacts and effort, administrative costs and mortality
cost per Policy vary based on the size of the arrangement, the purpose for which
the Policies are purchased and certain characteristics of the members. The
amount of the reduction and the criteria for reducing the charges and deductions
reflect: a) our reduced sales effort and administrative costs; and b) the
different mortality experience expected from sales to arrangements.


We may modify, on a uniform basis, both the amounts of reductions and the
criteria for qualification. Reductions in these charges will not discriminate
unfairly against any person, including the affected owners and all other Policy
owners with policies funded with the Separate Account.


In addition, groups and persons buying Policies under a sponsored arrangement
may apply for flexible underwriting. If flexible underwriting is granted, the
cost of insurance charge may increase because of higher anticipated mortality
experience. Flexible underwriting programs currently available include: batch
underwriting, expanded nonmedical underwriting and guaranteed issue
underwriting.


THE FIXED ACCOUNT


You may allocate net premiums and transfers from your division(s) to the Fixed
Account. The Fixed Account is part of our General Account. Because of exemptions
and exclusions contained in the Securities Act of 1933 and the Investment
Company Act of 1940, the Fixed Account has not been registered under these acts.
Neither the Fixed Account nor any interest in it is subject to the provisions of
these acts. As a result the SEC has not reviewed the disclosures in this
prospectus relating to the Fixed Account. However, disclosures relating to the
Fixed Account are subject to generally applicable provisions of the federal
securities laws relating to the accuracy and completeness of statements made in
prospectuses. You may obtain more information regarding the Fixed Account from
our home office or from a sales representative.


Our obligations with respect to the Fixed Account are supported by our General
Account. Subject to applicable law, we have sole discretion over the investment
of assets in the General Account.


We guarantee that net premiums allocated to the Fixed Account accrue interest
daily at an effective annual rate of 3% compounded annually. We may, in our sole
discretion, credit interest at a higher rate.


                                                                      33




The value of your Fixed Account on any valuation day is:
 . net premiums allocated to the Fixed Account
 . plus transfers from the division(s)
 . plus interest credited to the Fixed Account
 . minus surrenders, surrender charges and monthly policy charges
 . minus transfers to the Loan Account
 . minus transfers to the division(s).
We may defer payment of proceeds payable out of the Fixed Account for a period
of up to six months.

POLICY TERMINATION AND REINSTATEMENT


POLICY TERMINATION

No Lapse Guarantee
- ------------------
If the net surrender value on any monthly date is less than the monthly policy
charge, a 61-day grace period begins. However, during the first 60 policy
months, the Policy will stay in force if (a minus b) is greater than or equal to
(c) where:
 . (a) is the sum of the premiums paid;
 . (b) is the sum of all existing policy loans, unpaid loan interest, partial
  surrenders and transactions charges; and
 . (c) is the sum of the no lapse guarantee premiums since the policy date to the
  most recent monthly date.

After the first 60 policy months, making premium payments under your planned
periodic premium schedule does not guarantee that your Policy will stay in force
unless:
 . your Policy's net surrender value is at least equal to the monthly policy
  charge on the current monthly date; or
 . the death benefit guarantee rider is in effect.

Grace Period
- ------------
The grace period begins when we send you a notice of pending lapse. The notice:
 . is mailed to your last known post office address;
 . shows the minimum payment required to keep the Policy in force; and
 . shows the 61-day period during which we will accept the required payment.

During the first 60 policy months, the minimum required payment is the greater
of (a) or (b) where:
 . (a) is three monthly policy charges divided by (1 minus the maximum premium
  expense charge), and
 . (b) is three no lapse guarantee monthly premiums.

The determination of three monthly policy charges is made by taking three times
the "failed" monthly deduction that could not be made due to insufficient policy
value. The maximum premium expense charge is the guaranteed maximum percent of
premium expense charge which is 6.45% in all policy years (3% sales charge, 2.2%
state and local taxes, 1.25% federal taxes).


After the first 60 policy months, the minimum required premium is (a) plus (b)
where:
 . (a) is the amount by which the surrender charge is more than the Policy value
  on the monthly date on or immediately preceding the start of the grace period,
  and
 . (b) is three monthly policy charges divided by (1 minus the maximum premium
  expense charge).

This payment is intended to a) reimburse us for the monthly policy charges
during the grace period, and b) provide enough policy value to pay the monthly
policy charge on the first monthly date after the grace period. To cover past
due policy charges, if the grace period ends before we receive the minimum
payment, we keep any remaining value in the Policy.


Due to possible adverse market fluctuations, there is no guarantee that the
amount requested at the beginning of the grace period is enough to pay the
monthly policy charges as they are processed. If the net surrender value is not
at least as much as the monthly policy charge on any monthly date, a new 61-day
grace period starts.

34


The Policy is in force during a grace period. If we do not receive the required
payment, the Policy terminates as of the monthly date on or immediately
preceding the start of the grace period. If the insured dies during a grace
period, policy proceeds are reduced by:
 . all monthly policy charges due and unpaid at the death of the insured; and
 . any policy loans and unpaid loan interest.

The Policy also terminates when:
 . you make a total policy surrender;
 . death proceeds are paid; and
 . maturity proceeds are paid.

When the Policy terminates, all of the owners' policy rights and privileges end.


REINSTATEMENT
Subject to certain conditions, you may reinstate a Policy that terminated
because of insufficient value. The Policy may only be reinstated:
 . prior to the maturity date and while the insured is alive;
 . upon our receipt of satisfactory evidence of insurability (according to our
  underwriting guidelines then in effect);
 . if you make a payment of a reinstatement premium; and
 . if the application for reinstatement is mailed to us within three years of the
  Policy termination (in some states, we must provide a longer period of time
  for Policy reinstatement).

The reinstatement premium is calculated using the formulas found above in POLICY
TERMINATION AND REINSTATEMENT - Policy Termination - Grace Period. If a policy
loan or loan interest was unpaid when the Policy terminated, the policy loan
must be reinstated or repaid (loan interest is not collected for the period the
Policy was terminated).


We do not require payment of monthly policy charges during the period the Policy
was terminated. Reinstatement is effective on the next monthly date following
our approval of the reinstatement application. Premiums received with your
reinstatement application are held without interest until the reinstatement
date. They are allocated to your selected division(s) and/or Fixed Account on
the reinstatement date. We will use the premium allocation percentages in effect
at the time of termination of the Policy unless you provide new allocation
instructions. The reinstated Policy has the same policy date as the original
Policy. Your rights and privileges as owner(s) are restored upon reinstatement.


If you reinstate your Policy and then it is totally surrendered, a surrender
charge may be imposed. The charge, if any, is calculated based on the number of
years the Policy was in force. The period of time during which the Policy was
terminated is not credited toward the number of policy years to make this
calculation.


OTHER MATTERS


VOTING RIGHTS
We vote division shares at shareholder meetings of the underlying mutual funds.
We follow the voting instructions received from people having the voting
interest in the division shares.

You have a voting interest under a Policy. You have one vote for each $100 of
policy value in the division(s). Fractional votes are allocated for amounts less
than $100. The number of votes on which you have the right to instruct us is
determined as of a date established by the mutual fund for setting the
shareholders eligible to vote.


According to procedures adopted by the mutual fund, voting instructions are
solicited by a written proxy statement before a shareholder meeting. We vote
other underlying mutual fund shares, for which no voting instructions are
received, in the same proportion as the shares for which we receive voting
instructions. Underlying mutual fund shares held in our General Account are
voted in proportion to instructions that are received with respect to the
participating contracts.


                                                                      35




If we determine, under applicable law, that underlying mutual fund shares need
not be voted according to the instructions received, we may vote underlying
mutual fund shares held in the Separate Account in our own right.


We may, when required by state insurance regulatory authorities, disregard
voting instructions. This may be done if the instructions would require shares
to be voted to:
 . change a subclassification or investment objective of the underlying mutual
  fund;
 . disapprove an investment advisory contract of the underlying mutual fund; or
 . approve changes initiated by an owner in the investment policy or investment
  advisor of the underlying mutual fund if we reasonably disapprove of the
  changes.

The change would be disapproved only if:
 . the proposed change is contrary to state law;
 . prohibited by state regulatory authorities; or
 . we determine the change is inconsistent with the investment objectives of the
  mutual fund.

If we disregard voting instructions, a summary of the action and the reason for
the actions will be included in the next semiannual report from the underlying
mutual fund to owners.


STATEMENT OF VALUES
You receive an annual statement at the end of each policy year. The statement
will show:
 . current death benefit;
 . current policy value and surrender value;
 . all premiums paid since the last statement;
 . all charges since the last statement;
 . any policy loans and unpaid loan interest;
 . any partial surrenders since the last statement;
 . the number of units and unit value;
 . total value of each of your divisions and the Fixed Account;
 . designated beneficiary(ies); and
 . all riders included in the Policy.

You will also receive a statement as of the end of each calendar quarter. At any
time, you may request a current statement by telephoning 1-800-247-9988.


We also send you the reports required by the Investment Company Act of 1940 (as
amended).


SERVICES AVAILABLE VIA THE INTERNET AND TELEPHONE
If you elect internet and/or telephone privileges, instructions for the
following transactions may be given to us via the internet or telephone:
 . change in allocations of future premium payments;
 . change in allocation of the monthly policy charge;
 . change to your APR instructions;
 . change to your DCA instructions;
 . unscheduled division and/or Fixed Account transfers; and
 . policy loan (not available via the internet) (loan proceeds are mailed to the
  owner's address of record).

36


Your instructions:
 . telephone instructions may be given by calling us at 1-800-247-9988 between 7
  a.m. and 9 p.m. Central Time on any day that the NYSE is open;
 . internet instructions may be given by accessing us at www.principal.com (for
  security purposes, you need a personal identification number (PIN) to use any
  of the new Internet services, including viewing your policy information
  on-line. If you don't have a PIN, you can obtain one at www.principal.com);
 . must be received by us before the close of the NYSE (generally 3:00 p.m.
  Central Time) to be effective the day you call;
 . are effective the next valuation day if not received until after the close of
  the NYSE; and
 . from one joint owner are binding on all joint owners.

Direct Dial
- -----------
You may receive information about your Policy from our Direct Dial system
between 7 a.m. and 9 p.m. Central Time, Monday through Saturday. The Direct Dial
number is 1-800-247-9988. Through this automated system, you can:
 . obtain information about unit values and policy values;
 . initiate certain changes to your Policy; and
 . change your personal identification number.

Instructions from one joint owner are binding on all joint owners.


Although neither the Separate Account nor the Company is responsible for the
authenticity of telephone transaction or internet requests, the Separate Account
and the Company reserve the right to refuse telephone and/or internet orders.
You are liable for a loss resulting from a fraudulent telephone or internet
order that we reasonably believe is genuine. We use reasonable procedures to
assure instructions are genuine. If the procedures are not followed, we may be
liable for loss due to unauthorized or fraudulent transactions. The procedures
for telephone instructions include: recording all telephone instructions,
requesting personal identification information (name, phone number, social
security number, birth date, etc.) and sending written confirmation to the
owner's address of record. The procedures for internet and Direct Dial include
requesting the same personal identification information as well as your PIN,
logging all internet and Direct Dial activity and sending written transaction
confirmations to the owner's address of record.


GENERAL PROVISIONS


THE CONTRACT
The entire contract is made up of applications, amendments, riders and
endorsements attached to the Policy, current data pages, copies of any
supplemental applications, amendments, endorsements and revised Policy or data
pages which are mailed to you. No statement, unless made in an application, is
used to void a Policy (or void an adjustment in the case of an adjustment
application). Only our corporate officers can agree to change or waive any
provisions of a Policy. Any change or waiver must be in writing and signed by an
officer of the Company.

OPTIONAL INSURANCE BENEFITS
Subject to certain conditions, you may add one or more optional insurance
benefits to your Policy. These include but are not limited to:
 . supplemental benefit rider (yearly renewable term)
 . extended coverage rider
 . death benefit guarantee rider (only available at the time the Policy is issued
  and is not available in conjunction with the supplemental benefit rider)

Detailed information concerning optional insurance benefits may be obtained from
an authorized agent or our home office. NOT ALL OPTIONAL INSURANCE BENEFITS ARE
AVAILABLE IN ALL STATES. The cost, if any, of an optional insurance benefit is
deducted as part of your monthly policy charge.


Supplemental Benefit Rider
- --------------------------
This rider provides an additional face amount and an additional death benefit.


                                                                      37




Death Benefit Guarantee Rider
- -----------------------------
This rider provides that if the rider premium is paid, the Policy does not lapse
even if the net surrender value is not enough to pay the monthly policy charges
on a monthly date. This rider is automatically made a part of the Policy if the
planned periodic premium is equal to or greater than the death benefit guarantee
premium or if the first year paid premium is large enough to satisfy the death
benefit guarantee premium requirement for one year.

There are no policy charges for the death benefit guarantee rider. Rather, a
required minimum premium level is defined for the rider to remain in effect. The
death benefit guarantee premium requirement is met if:
 . the sum of all premiums paid
 . minus any partial surrenders
 . minus any policy loans and unpaid loan interest is at least as much as the sum
  of death benefit guarantee monthly premiums from the policy date to the most
  recent monthly date. Your most recent death benefit guarantee premium is shown
  on your current data page.

The death benefit guarantee premium is based on the issue age, gender (where
permitted by law) and risk classification of the insured. The monthly death
benefit guarantee premium is considered to be zero for any month that deductions
are being waived. This premium may change if:
 . the policy face amount is changed;
 . the death benefit option is changed;
 . a rider is added or deleted; or
 . an adjustment is made to your Policy.

As a result of a change, an additional premium may be required to satisfy the
new death benefit guarantee premium.


If on any monthly date, the death benefit guarantee premium requirement is not
met, we send you a notice stating the premium required to reinstate the rider.
If the premium required to maintain the guarantee is not received in our home
office before the expiration of the 61-day grace period (which begins when the
notice is mailed), the death benefit guarantee is no longer in effect and the
rider is terminated. If the rider terminates, it may not be reinstated.


Extended Coverage Rider
- -----------------------
This rider, which is automatically included on each Policy, allows the Policy to
remain in force beyond the maturity date as long as there is cash value in the
Policy. Upon your request, we keep the Policy in force until the death of the
Insured or full surrender. The death benefit will be equal to the amount
described in the "Death Benefit Option" section. There is no charge for this
rider and at maturity the Policy automatically changes to death benefit option 1
and no future death benefit option changes are allowed.

MISSTATEMENT OF AGE OR GENDER
If the age or, where applicable, gender of the insured has been misstated, we
adjust the death benefit payable under your Policy to reflect the amount that
would have been payable at the correct age and gender.

ASSIGNMENT
You may assign your Policy. Each assignment is subject to any payments made or
action taken by the Company prior to our notification of the assignment. We
assume no responsibility for the validity of any assignment.

An assignment must be made in writing and filed with us at our home office. The
irrevocable beneficiary(ies), if any, must authorize any assignment in writing.
Your rights, as well as those of the beneficiary(ies), are subject to any
assignment on file with us.


OWNERSHIP
You may change your ownership designation at any time. Your request must be in
writing and approved by us. After approval, the change is effective as of the
date you signed the request for change. We reserve the right to require that you
send us the Policy so that we can record the change.

38


Unless changed, the owner(s) is as named in the application. The owner(s) may
exercise every right and privilege of the Policy, subject to the rights of any
irrevocable beneficiary(ies) and any assignee(s).


All rights and privileges of ownership of a Policy end if the Policy is
surrendered, death or maturity proceeds are paid, or if the grace period ends
without our receiving the payment required to keep the Policy in force. The
rights and privileges end as of the monthly date on or immediately preceding the
start of the grace period.


If an owner dies before the Policy terminates, the surviving owner(s), if any,
succeeds to that person's ownership interest, unless otherwise specified. If all
owners die before the Policy terminates, the Policy passes to the estate of the
last surviving owner. With our consent, you may specify a different arrangement
for contingent ownership.


BENEFICIARY
You have the right to name a beneficiary(ies) and contingent beneficiary(ies).
This may be done as part of the application process or by sending us a written
request. Unless you have named an irrevocable beneficiary, you may change your
beneficiary designation by sending us a written request. After approval, the
change is effective as of the date you signed the request for change. We reserve
the right to require that you send us the Policy so that we can record the
change.

If no beneficiary(ies) survives the death of the insured, the death proceeds are
paid to the owner(s) or the estate of the owner(s) in equal percentages unless
otherwise specified.


BENEFIT INSTRUCTIONS
While the insured is alive, you may give us instructions for payment of death
proceeds under one of the benefit options of the Policy. The instructions or
changes to the instructions must be in writing. If you change the
beneficiary(ies), prior benefit instructions are revoked.

BENEFIT PAYMENT OPTIONS
While the insured is alive, you may arrange for death proceeds to be paid in a
lump sum or under one of several fixed benefit payment options. These choices
are also available if the Policy is surrendered or matures.
 . Special Benefit Arrangement
   A specially designed benefit option may be arranged with our approval.
 . Proceeds left at interest
   We hold the amount of the benefit on deposit. Interest payments are
   made annually, semiannually, quarterly or monthly as selected.
 . Fixed Income
   We pay income of a fixed amount for a fixed period (not exceeding 30
   years).
 . Life Income
   We pay income during a person's lifetime. A minimum guaranteed period
   may be used.
 . Joint and Survivor Life Income
   We pay income during the lifetime of two people and continue until
   the death of the survivor. This option includes a minimum guaranteed
   period of 10 years.
 . Joint and Two-thirds Survivor Life Income
   We pay an income during the lifetime of two people and two-thirds of
   the original amount during the remaining lifetime of the survivor.

Interest at a rate set by us, but never less than required by state law, will be
applied to calculate the above benefit payment options.


RIGHT TO EXCHANGE POLICY
During the first 24 months after the effective date (except during a grace
period), you have the right to make an irrevocable, onetime election to transfer
all of your division values to the Fixed Account. No charge is imposed on this
transfer.


                                                                      39




Your request must be in writing and be signed by the owner(s). The request must
be postmarked or delivered to our home office before the end of the 24-month
period. The transfer is effective when we receive your written request.


NON-PARTICIPATING POLICY
The Policies do not share in any divisible surplus of the Company.

INCONTESTABILITY
We will not contest the insurance coverage provided by the Policy, except for
any increases in face amount, after the Policy has been in force during the
lifetime of the insured for a period of two years from the policy date. Any
policy face amount increase has its own two-year contestability period that
begins on the effective date of the adjustment. In many states, the time limit
in the incontestability period does not apply to fraudulent misrepresentations.

SUICIDE
Death proceeds are not paid if the insured dies by suicide, while sane or
insane, within two years of the policy date (or two years from the date of
policy face amount increase with respect to such increase). In the event of the
suicide of the insured within two years of the policy date, our only liability
is a refund of premiums paid, without interest, minus any policy loans and
unpaid loan interest and partial surrenders. In the event of suicide within two
years of a policy face amount increase, our only liability with respect to that
increase is a refund of the cost of insurance for the increase. This amount will
be paid to the beneficiary(ies).

DELAY OF PAYMENTS
Payment due to exercise of your rights under the free-look provision,
surrenders, policy loans, death or maturity proceeds, and transfers to or from a
division are generally made within five days after we receive your instructions
in a form acceptable to us. This period may be shorter where required by law.
However, payment of any amount upon return of the Policy, total or partial
surrender, policy loan, death, maturity or the transfer to or from a division
may be deferred during any period when the right to sell mutual fund shares is
suspended as permitted under provisions of the Investment Company Act of 1940.

The right to sell shares may be suspended during any period when:
 . trading on the NYSE is restricted as determined by the SEC or when the NYSE is
  closed for other than weekends and holidays, or
 . an emergency exists, as determined by the SEC, as a result of which:
  . disposal by a fund of securities owned by it is not reasonably practicable;
  . it is not reasonably practicable for a fund to fairly determine the value of
    its net assets; or
  . the SEC permits suspension for the protection of security holders.

If payments are delayed and your instruction is not canceled by your written
instruction, the amount of the transaction is determined the first valuation
date following the expiration of the permitted delay. The transaction is made
within five days thereafter.


In addition, payments on surrenders attributable to a premium payment made by
check may be delayed up to 15 days. This permits payment to be collected on the
check.


MARKET TIMING DISCLOSURE
The Policy does not permit excessive trading or market timing. Market timing
activity can disrupt management strategy of the underlying mutual funds and
increase expenses, which are borne by all Policy owners. We reserve the right to
reject excessive exchanges or purchases by market timers if the trade would
disrupt the management of the Separate Account, any division or any underlying
mutual fund. In addition, we may suspend or modify transfer privileges at any
time to prevent market timing efforts that could disadvantage other Policy
owners. These modifications could include, but not be limited to:
 . requiring a minimum time period between each transfer;
 . not accepting transfer requests from someone providing them for multiple
  Policies for which he or she is not the owner; or
 . limiting the dollar amount that a Policy owner may transfer at any one time.

40


ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
We reserve the right to make certain changes if, in our judgement, they best
serve your interests or are appropriate in carrying out the purpose of the
Policy. Any changes are made only to the extent and in the manner permitted by
applicable laws. Also, when required by law, we will obtain your approval of the
changes and approval from any appropriate regulatory authority. Approvals may
not be required in all cases. Examples of the changes we may make include:
 . transfer assets in any division to another division or to the Fixed Account;
 . add, combine or eliminate divisions; or
 . substitute the shares of a division for shares in another division:
  . if shares of a division are no longer available for investment; or
  . if in our judgement, investment in a division becomes inappropriate
    considering the purposes of the division.

If we eliminate or combine existing divisions or transfer assets from one
division to another, you may change allocation percentages and transfer any
value in an affected division to another division(s) and/or the Fixed Account
without charge. You may exercise this exchange privilege until the later of 60
days after a) the effective date of the change, or b) the date you receive
notice of the options available. You may only exercise this right if you have an
interest in the affected division(s).


OFFICERS AND DIRECTORS OF PRINCIPAL MANAGEMENT CORPORATION


The officers and directors of the investment advisor, Principal Management
Corporation, are shown below. This list includes some of the same people
(designated by *), who are serving in the same capacities as officers and
directors of the underwriter, Princor Financial Services Corporation. The
principal business address for each officer and director is: Principal Financial
Group, Des Moines, Iowa 50392.


                           
*JOHN EDWARD ASCHENBRENNER     Director
*PATRICIA ANN BARRY            Assistant Corporate Secretary
*CRAIG LAWRENCE BASSETT        Treasurer
*MICHAEL THOMAS DALEY          Director
*RALPH CRAIG EUCHER            Director and President
*ARTHUR SIGLIN FILEAN          Senior Vice President
*DENNIS PAUL FRANCIS           Director
*PAUL NORMAN GERMAIN           Vice President - Mutual Fund Operations
*ERNEST HAROLD GILLUM          Vice President - Product Development
*JOHN BARRY GRISWELL           Chairman of the Board and Director
*JOYCE NIXSON HOFFMAN          Senior Vice President and Corporate Secretary
                               Senior Vice President - Marketing and
*JOHN RANDALL LEPLEY           Distribution
                               Assistant Vice President - Business Systems and
*KELLY ANN PAUL                Technology
*RICHARD LEO PREY              Director
LAYNE ALLAN RASMUSSEN          Controller - Mutual Funds
*MICHAEL DENNIS ROUGHTON       Counsel
*JAMES FRANKLIN SAGER          Vice President
*JEAN BETSY SCHUSTEK           Assistant Vice President - Registered Products
*KAREN ELIZABETH SHAFF         Director
                               Senior Vice President and Chief Financial
*KIRK LLOYD TIBBETTS           Officer
*LARRY DONALD ZIMPLEMAN        Director







                                                                      41




PRINCIPAL LIFE INSURANCE COMPANY:


EXECUTIVE OFFICERS (OTHER THAN DIRECTORS)


                              
JOHN EDWARD ASCHENBRENNER         Executive Vice President
PAUL FRANCIS BOGNANNO             Senior Vice President
GARY MERLYN CAIN                  Senior Vice President
MICHAEL THOMAS DALEY              Executive Vice President
CHARLES ROBERT DUNCAN             Senior Vice President
DENNIS PAUL FRANCIS               Senior Vice President
                                  Executive Vice President and Chief Financial
MICHAEL HARRY GERSIE              Officer
THOMAS JOHN GRAF                  Senior Vice President
ROBB BRYAN HILL                   Senior Vice President
JOYCE NIXSON HOFFMAN              Senior Vice President and Corporate Secretary
DANIEL JOSEPH HOUSTON             Senior Vice President
ELLEN ZISLIN LAMALE               Senior Vice President and Chief Actuary
MARY AGNES O'KEEFE                Senior Vice President
RICHARD LEO PREY                  Executive Vice President
KAREN ELIZABETH SHAFF             Senior Vice President and General Counsel
ROBERT ALLEN SLEPICKA             Senior Vice President
NORMAN RAUL SORENSEN              Senior Vice President
                                  Senior Vice President and Chief Information
CARL CHANSON WILLIAMS             Officer
LARRY DONALD ZIMPLEMAN            Executive Vice President




DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY

Principal Life Insurance Company is managed by a Board of Directors. The
directors of the Company, their positions with the Company, including Board
Committee memberships, and their principal occupation during the last five
years, are as follows:


    NAME, POSITIONS AND          PRINCIPAL OCCUPATION DURING LAST 5 YEARS
    ------OFFICES------          ----------------------------------------
          -------
                         
                             President and Chief Executive Officer of AT&T
                             Consumer since April 2001. Prior thereto,
   BETSY JANE BERNARD        Executive Vice President - National Mass markets
   Director                  of Quest Communications, formerly US West,
   Chair, Nominating         2000-2001; Executive Vice President - Retail
   Committee                 Markets of US West, 1998-2000; President and
                             Chief Executive Officer of US WEST Long Distance,
                             1997-1998; President and Chief Operating Officer
                             of Avirnex July 1997 - December 1997; President
                             and Chief Executive Officer of Pacific Bell
                             Communications, Pacific Telesis from 1995-1997

                             Corporate Vice President and Chief Marketing
                             Officer, Motorola, Inc. since 1999. Vice
   JOCELYN CARTER-MILLER     President, 1998-1999; Vice President and General
   Director                  Manager, since 1997. Prior thereto, Vice
   Member, Audit Committee   President of Latin American and Caribbean
                             Operations of Motorola.

   DAVID JAMES DRURY
   Director, Chairman of     Chairman, Principal Life Insurance Company since
   the Board                 2000. Chairman and Chief Executive Officer
   Chair, Executive          1995-2000.
   Committee

   CHARLES DANIEL GELATT,
   JR.
   Director
   Member, Executive         President, NMT Corporation since 1986
   Committee
   Member, Human Resources
   Committee

   JOHN BARRY GRISWELL       President and Chief Executive Officer, Principal
   Director                  Life Insurance Company since 2000. President
   Member, Executive         1998-2000; Executive Vice president 1996-1998;
   Committee                 Senior Vice President 1991-1996.

                             Executive Vice President and Chief Financial
   SANDRA LYNN HELTON        Officer of Telephone & Data Systems, Inc. since
   Director                  1998. Vice President and corporate Controller of
   Member, Audit Committee   Compaq Computer Corporation from 1997-1998. Prior
                             thereto, Senior Vice President and Treasurer of
                             Corning Incorporated from 1994-1997.

                             Retired. Executive Vice President of DuPont
                             1999-2000. Chairman, President and Chief
   CHARLES SAMUEL JOHNSON    Executive Officer, Pioneer Hi-Bred International,
   Director                  Inc. 1996-1999; President and Chief Executive
   Member, Audit Committee   Officer 1995-1996; President and Chief Operating
                             Officer 1995.

   WILLIAM TURNBALL KERR
   Director                  Chairman, President & Chief Executive Officer,
   Member, Executive         Meredith Corporation since 1998. President and
   Committee                 Chief Executive Officer, 1997-1998; President and
   Chair, Human Resources    Chief Operating Officer 1994-1997. Prior thereto,
   Committee                 Executive Vice President.

   LEE LIU
   Director                  Retired. Chairman Alliant Energy Corporation
   Member, Executive         1998-2000. Chairman and Chief Executive Officer,
   Committee                 IES Industries, Inc., 1996-1998. Prior thereto,
   Member, Human Resources   Chairman, President and Chief Executive Officer.
   Committee

   VICTOR HENDRIK
   LOEWENSTEIN               Partner Egon Zehnder International since 1999.
   Director                  Prior thereto, Managing Partner, Egon Zehnder
   Member, Nominating        International 1979-1999.
   Committee

   RONALD DALE PEARSON
   Director                  Chief Executive Officer, Chairman and President,
   Member, Human Resources   Hy-Vee, Inc. since 1989.
   Committee

   FEDERICO FABIAN PENA      Managing Director of Vestar Capital Partners
   Director                  since 2000. Senior Advisor of Vestar Capital
   Member, Nominating        Partners 1998-2000. Prior thereto, Secretary,
   Committee                 U.S. Department of Energy 1996-1998.

                             President and Chief Executive Officer of the
                             Chicago Community Trust since 2000. Senior
   DONALD MITCHELL STEWART   Program Officer and Special Advisor to the
   Director                  President at the Carnegie Corporation of New York
   Member, Nominating        1999-2000. Prior thereto, President, The College
   Committee                 Board, 1986-1999.

                             President and Chief Executive Officer of Galenor
   ELIZABETH EDITH TALLETT   Inc. since 1999 and also President & Chief
   Director                  Executive Officer of Dioscor, Inc. since 1996.
   Chair, Audit Committee




42


DISTRIBUTION OF THE POLICY

We intend to sell the Policies in all jurisdictions where we are licensed. The
Policies will be sold by licensed insurance agents who are also registered
representatives of broker-dealers registered with the SEC under the Securities
Exchange Act of 1934 who are members of the National Association of Securities
Dealers, Inc. (NASD).

The Policies will be distributed by the general distributor, Princor Financial
Services Corporation (Princor), which is an affiliate of ours. The distribution
contract may be terminated by either party upon 60 day notice. Princor was
incorporated in the State of Iowa on May 1, 1968, and is also a securities
broker-dealer registered with the SEC as well as a member of the NASD. The
Policies may also be sold through other broker-dealers authorized by Princor and
applicable law to do so. Registered representatives of such broker-dealers may
be paid on a different basis than described below.


                                                                      43




For Policies sold through Princor, commissions generally will be no more than
50% of premium received in the first policy year or the first year following an
adjustment up to the planned periodic premium (not to exceed target premium). In
addition, a commission of up to 3% of premium received in the first policy year
(or first year following an adjustment) may be paid. In the second through fifth
years following the policy date (or adjustment date), commissions range from 0%
to 2% of premiums received. A service fee of up to 10% is paid on premiums
received. An asset based fee of 0.25% is paid in policy years 6 through 20 which
is reduced to 0.15% after policy year 20. Expense allowances may be paid to
agents and brokers based on premiums received.


STATE REGULATION

The Company is subject to the laws of the State of Iowa governing insurance
companies and to regulation by the Insurance Department of the State of Iowa. An
annual statement in a prescribed form must be filed by March 1 in each year
covering our operations for the preceding year and our financial condition on
December 31 of the prior year. Our books and assets are subject to examination
by the Commissioner of Insurance of the State of Iowa or her representatives at
all times. A full examination of our operations is conducted periodically by the
National Association of Insurance Commissioners. Iowa law and regulations also
prescribe permissible investments, but this does not involve supervision of the
investment management or policy of the Company.

In addition, we are subject to the insurance laws and regulations of other
states and jurisdictions where we are licensed to operate. Generally, the
insurance departments of these states and jurisdictions apply the laws of the
state of domicile in determining the field of permissible investments.


FEDERAL TAX MATTERS

The following description is a general summary of the tax rules, primarily
related to federal income taxes, which in our opinion are currently in effect.
These rules are based on laws, regulations and interpretations that are subject
to change at any time. This summary is not comprehensive and is not intended as
tax advice. While we reserve the right to change the Policy to assure it
continues to qualify as life insurance for tax purposes, we cannot make any
guarantee regarding the future tax treatment of any Policy. You should consult a
qualified tax adviser about the tax implications of taking action under a
Policy.

TAX STATUS OF THE COMPANY AND THE SEPARATE ACCOUNT
We are taxed as an insurance company under subchapter L of the Code. The
Separate Account is not a separate taxable entity. Its operations are taken into
account by us in determining our tax liability. All Separate Account investment
income and realized net capital gains are reinvested and taken into account in
determining policy values and are automatically applied to increase the book
reserves associated with the Policies.

CHARGES FOR TAXES
We impose a federal tax charge equal to 1.25% of premiums received under the
Policy to compensate us for the federal income tax liability we incur by reason
of receiving those premiums. We believe that this charge is reasonable in
relation to the increased tax burden the Company incurs as a result of Section
848 of the Code. No other charge is currently made to the Separate Account for
federal income taxes of the Company that may be attributable to the Separate
Account. Periodically, we review the appropriateness of charges to the Separate
Account for federal income taxes. In the future, a charge may be made for
federal income taxes incurred by us and attributable to the Separate Account. In
addition, depending on the method of calculating interest on policy values
allocated to the Fixed Account, a charge may be imposed for the Policy's share
of our federal income taxes attributable to the Fixed Account.

Under current law, we may incur state or local taxes (in addition to premium
taxes) in several states. At present, these taxes are not significant. If there
is a material change attributable to state or local taxes, we reserve the right
to charge the Separate Account for the portion of taxes, if any, attributable to
the Separate Account.

44


DIVERSIFICATION STANDARDS
The Policy should qualify as a life insurance contract as long as the underlying
investments for the Policy satisfy diversification requirements of Section
817(h) of the Code.


IRS DEFINITION OF LIFE INSURANCE
The Policy should qualify as a life insurance contract as long as it satisfies
certain tests under Section 7702 of the Code.
 . The Policy qualifies if it satisfies the guideline premium test (which places
  limitations on the amount of premium payments that may be made) and falls
  within a cash value corridor (the limitation on Policy values that can
  accumulate relative to the death benefit)
 . If at any time a premium is paid which would result in total premiums
  exceeding the current maximum premium allowed, we only accept that portion of
  the premium which would make the total premiums equal the maximum.


MODIFIED ENDOWMENT CONTRACT STATUS
Section 7702A of the Code sets forth a classification of life insurance policies
known as "Modified Endowment Contracts." Policy loans and partial surrenders
from a policy that is classified as a modified endowment contract are taxable as
ordinary income to the owner in an amount equal to the lesser of the amount of
the loan/partial surrender or the excess of policy value over the owner's
investment in the Policy. Additionally, taxable distributions are subject to a
federal income tax penalty of 10% unless the payment is:
 . made after the owner attains age 591/2;
 . attributable to the taxpayer becoming disabled; or
 . part of a series of substantially equal periodic payments (made not less
  frequently than annually) made for the life or life expectancy of the
  taxpayer.

Modified endowment contract classification may be avoided by limiting the amount
of premiums paid under the Policy. If any premium payment increases the policy's
death benefit by more than it increases the policy value, and in the absence of
your instructions, we will refund the premium payment.


POLICY SURRENDERS AND PARTIAL SURRENDERS
A surrender or lapse of the Policy may have income tax consequences. Upon
surrender, the owner(s) is not taxed on the cash surrender value except for the
amount, if any, that exceeds the gross premiums paid less the untaxed portion of
any prior surrenders. The amount of any policy loan, upon surrender or lapse, is
added to the cash surrender value and treated, for this purpose, as if it had
been received. A loss incurred upon surrender is generally not deductible. The
tax consequences of a surrender may differ if the proceeds are received under
any income payment settlement option.

A total surrender of the Policy will, and a partial surrender may, be included
in your gross income to the extent that the distribution exceeds your investment
in the Policy. Partial surrenders generally are not taxable unless the total of
such surrenders exceeds total premiums paid to the date of partial surrender
less the untaxed portion of any prior partial surrenders. During the first 15
policy years, an amount may be taxable prior to your tax-free recovery of your
investment in the Policy if the partial surrender results in or is necessitated
by a reduction in death benefits. A qualified tax advisor should be consulted
regarding the tax consequences of any partial surrender during the first 15
policy years.


The increase in policy value of the Policy is not included in gross income
unless and until there is a total surrender or partial surrender under the
Policy. A complete surrender of the Policy will, and a partial surrender may, be
included in your gross income to the extent the distribution exceeds your
investment in the Policy. Transfers between the division(s) and/or the Fixed
Account are not considered as distributions from the Policy and would not be
considered taxable income.


                                                                      45




POLICY LOANS AND LOAN INTEREST
Loans received under the Policy are generally recognized as loans for tax
purposes and are not considered to be distributions subject to tax. Interest
paid to us as a result of a policy loan may or may not be deductible depending
on a number of factors. Due to the complexity of these factors, you should
consult a competent tax advisor as to the deductibility of interest paid on
policy loans. If the Policy is a modified endowment contract, a policy loan is
taxable to an amount equal to the lesser of the amount of the loan or the excess
of policy value over the owner's investment in the Policy.

If the Policy lapses with an outstanding loan balance, there may be tax
consequences. Please consult a competent tax advisor


CORPORATE ALTERNATIVE MINIMUM TAX
Ownership of a Policy by certain corporations may affect the owner's exposure to
the corporate alternative minimum tax. In determining whether it is subject to
alternative minimum tax, the corporate owner must make two computations. First,
the corporation must take into account a portion of the current year's increase
in the built-in gain in its corporate owned policies. Second, the corporation
must take into account a portion of the amount by which the death benefits
received under any Policy exceed the sum of a) the premiums paid on that Policy
in the year of death, and b) the corporation's basis in the Policy (as measured
for alternative minimum tax purposes) as of the end of the corporation's tax
year immediately preceding the year of death. The corporate alternative minimum
tax does not apply to S Corporations. Such tax also does not apply to "Small
Corporations" as defined by Section 55(c) of the Code. Corporations with gross
receipts of $5,000,000 or less for their first taxable year after 1996, with
gross receipts not exceeding $7,500,000 after the first taxable year, will meet
this definition.

EXCHANGE OR ASSIGNMENT OF POLICIES
A change of policy, or an exchange or assignment of a Policy may have tax
consequences. An assignment or exchange may result in taxable income to the
transferring owner. For complete information with respect to policy assignments
and exchanges, a qualified tax advisor should be consulted.

WITHHOLDING
Withholding is generally required on certain taxable distributions under
insurance contracts. In the case of periodic payments, the withholding is at
graduated rates. With respect to non-periodic distributions, withholding is a
flat rate of 10%. You may elect to have either non-periodic or periodic payments
made without withholding except if your tax identification number has not been
furnished to us or if the IRS has notified us that the number you furnished is
incorrect.

OTHER TAX ISSUES
Federal estate taxes and state and local estate, inheritance and other taxes may
become due depending on applicable law and your circumstances or the
circumstances of the policy beneficiary(ies) if you or the insured dies. Any
person concerned about the estate implications of the Policy should consult a
competent tax advisor.

EMPLOYEE BENEFIT PLANS
The United States Supreme Court has held that optional annuity benefits under a
qualified deferred compensation plan cannot vary on the basis of gender. Polices
are available for use in connection with employment related insurance or benefit
plans which do not vary between male and female insured of a particular age and
underwriting classification. A competent tax advisor should be consulted on
these matters.

LEGAL OPINIONS
Legal matters applicable to the issue and sale of the Policies, including our
right to issue Policies under Iowa Insurance Law, have been passed upon by Karen
E. Shaff, Senior Vice President and General Counsel.

LEGAL PROCEEDINGS
There are no legal proceedings pending to which the Separate Account is a party
or which would materially affect the Separate Account.

46


REGISTRATION STATEMENT
This prospectus omits some information contained in the registration statement
that we have filed with the SEC. Statements contained in this prospectus are
summaries of the contents of the Policy and other legal documents.

OTHER VARIABLE INSURANCE CONTRACTS
The Company currently offers other variable life contracts that participate in
the Separate Account. In the future, we may designate additional group or
individual variable annuity contracts as participating in the Separate Account.

RESERVATION OF RIGHTS
The Company reserves the right to amend or terminate the special plans described
in this prospectus. Such plans include preauthorized premium payments, dollar
cost averaging (DCA) and automatic portfolio rebalancing (APR). You would be
notified of any such action to the extent required by law.

CUSTOMER INQUIRIES
Your questions should be directed to: The Principal Variable Universal Life
Accumulator, Principal Financial Group, P.O. Box 9296, Des Moines, Iowa
50306-9296, 1-800-247-9988.

INDEPENDENT AUDITORS
The financial statements of the Principal Life Insurance Company Variable Life
Separate Account and the consolidated financial statements of the Principal Life
Insurance Company are included in this prospectus. Those statements have been
audited by Ernst & Young LLP, independent auditors, 801 Grand Avenue, Des
Moines, Iowa 50309, for the periods indicated in their reports.

FINANCIAL STATEMENTS
The consolidated financial statements of Principal Life Insurance Company which
are included in this prospectus should be considered only as it relates to our
ability to meet our obligations under the Policy. They do not relate to
investment performance of the assets held in the Separate Account.



         VARIABLE LIFE SEPARATE ACCOUNT
            STATEMENT OF NET ASSETS
            September 30, 2001
            (Unaudited)

Assets



Investments (Note 1):
  AIM V.I. Growth and Income Division -- AIM V.I. Growth and Income Fund --
                                                                                                                
                2,487 shares at net asset value of                                    $17.67 per share
            (cost--  550,371 )..............................................................................................$43,937

  AIM V.I. Growth Division -- AIM V.I. Growth Fund --
                4,013 shares at net asset value of                                    $15.10 per share
            (cost--  $67,921 )...............................................................................................60,599

  AIM V.I. Value Division -- AIM V.I. Value Fund --
                10,109 shares at net asset value of                                    $21.68 per share
            (cost--  $247,340 ).............................................................................................219,162

  American Century VP Income & Growth Division -- American Century Variable Portfolios, Inc-VP Income & Growth --
                23,577 shares at net asset value of                                     $5.87 per share
            (cost--  $154,587 ).............................................................................................138,396

  American Century VP Ultra Division -- American Century Variable Portfolios, Inc-VP Ultra --
                10,121 shares at net asset value of                                     $8.43 per share
            (cost--  $96,615 )...............................................................................................85,318

  Asset Allocation Division -- Asset Allocation Account --
                742,265 shares at net asset value of                                    $10.96 per share
            (cost--   $9,022,343 )........................................................................................8,135,226

  Balanced Division -- Balanced Account --
                918,694 shares at net asset value of                                    $13.03 per share
            (cost--  $14,020,241 ).......................................................................................11,970,579

  Bond Division -- Bond Account --
                1,101,837 shares at net asset value of                                    $11.89 per share
            (cost--  $12,695,079 ).......................................................................................13,100,841

  Capital Value Division -- Capital Value Account --
                1,019,285 shares at net asset value of                                    $26.25 per share
            (cost--  $33,224,352 ).......................................................................................26,756,237

  Fidelity VIP Contrafund Division -- Fidelity Variable Insurance Products Fund II:  Contrafund Portfolio --
                1,922,285 shares at net asset value of                                    $18.83 per share
            (cost--  $45,170,029 ).......................................................................................36,196,622

  DIP Founders Discovery Division -- Dreyfus Investment Portfolios-Founders Discovery Portfolio --
                14,650 shares at net asset value of                                     $7.96 per share
            (cost--  $140,464 ).............................................................................................116,610

  Equity Growth Division -- Equity Growth Account --
                3,027,515 shares at net asset value of                                    $14.46 per share
            (cost--  $60,191,003 ).......................................................................................43,777,861

  Fidelity VIP Equity-Income Division -- Fidelity Variable Insurance Products Fund:  Equity-Income Portfolio --
                731,379 shares at net asset value of                                    $20.80 per share
            (cost--  $17,582,970 ).......................................................................................15,212,689

  Government Securities Division -- Government Securities Account --
                783,907 shares at net asset value of                                    $11.59 per share
            (cost--  $8,699,398 ).........................................................................................9,085,478

  Growth Division -- Growth Account --
                1,167,910 shares at net asset value of                                    $10.70 per share
            (cost--  $21,328,982 ).......................................................................................12,496,639

  Fidelity VIP High Income Division -- Fidelity Variable Insurance Products Fund:  High Income Portfolio --
                412,829 shares at net asset value of                                     $6.23 per share
            (cost--  $3,692,118 ).........................................................................................2,571,927

  High Yield Division -- High Yield Account --
                269,971 shares at net asset value of                                     $6.28 per share
            (cost--  $2,189,166 ).........................................................................................1,695,417

  International Division -- International Account --
                1,591,095 shares at net asset value of                                     $9.62 per share
            (cost--  $22,766,727 ).......................................................................................15,306,335

  International SmallCap Division -- International SmallCap Account --
                646,216 shares at net asset value of                                     $9.50 per share
            (cost--  $8,387,683 ).........................................................................................6,139,051

  Invesco VIF Dynamics Division -- Invesco VIF-Dynamics Fund --
                2,530 shares at net asset value of                                     $9.70 per share
            (cost--  $30,912 )...............................................................................................24,544

  Invesco VIF Health Sciences Division -- Invesco VIF-Health Sciences Fund --
                7,408 shares at net asset value of                                    $17.23 per share
            (cost--  $129,917 ).............................................................................................127,647

  Invesco VIF Small Company Growth Division -- Invesco VIF-Small Company Growth Fund --
                2,096 shares at net asset value of                                    $11.73 per share
            (cost--  $28,771 )...............................................................................................24,590

  Invesco VIF Technology Division -- Invesco VIF-Technology Fund --
                4,456 shares at net asset value of                                    $11.13 per share
            (cost--  $67,370 )...............................................................................................49,596

  Janus Aspen Aggressive Growth Division -- Janus Aspen Series Aggressive Growth Portfolio --
                10,594 shares at net asset value of                                    $19.13 per share
            (cost--  $261,714 ).............................................................................................202,672

  LargeCap Growth Division -- LargeCap Growth Account --
                6,321 shares at net asset value of                                     $7.69 per share
            (cost--  $57,048 )...............................................................................................48,610

  LargeCap Stock Index Division -- LargeCap Stock Index Account --
                                    1,674,558 shares at net asset value of                                     $7.56 per share
            (cost--  $16,352,707 ).......................................................................................12,659,655

  MicroCap Division -- MicroCap Account --
                191,586 shares at net asset value of                                     $7.59 per share
            (cost--  $1,720,646 ).........................................................................................1,454,138

  MidCap Division --  MidCap Account --
                1,179,566 shares at net asset value of                                    $29.50 per share
            (cost--  $38,749,643 ).......................................................................................34,797,194

  MidCap Growth Division -- MidCap Growth Account --
                368,749 shares at net asset value of                                     $6.84 per share
            (cost--  $3,647,336 ).........................................................................................2,522,246

  MidCap Growth Equity Division -- MidCap Growth Equity Account --
                9,928 shares at net asset value of                                     $4.73 per share
            (cost--  $59,224 )...............................................................................................46,959

  MidCap Value Division -- MidCap Value Account --
                11,579 shares at net asset value of                                    $10.96 per share
            (cost--  $135,612 ).............................................................................................126,907

  Money Market Division -- Money Market Account --
                27,025,299 shares at net asset value of                                     $1.00 per share
            (cost--  $27,025,385 ).......................................................................................27,025,299

  Putnam VT Global Asset Allocation Division -- Putnam Variable Trust:  Global Asset Allocation Fund --
                99,398 shares at net asset value of                                    $12.34 per share
            (cost--  $1,600,781 ).........................................................................................1,226,575

  Putnam VT Vista Division -- Putnam Variable Trust:  Vista Fund --
                540,601 shares at net asset value of                                     $9.02 per share
            (cost--  $9,340,577 ).........................................................................................4,876,225

  Putnam VT Voyager Division -- Putnam Variable Trust:  Voyager Fund --
                709,753 shares at net asset value of                                    $25.80 per share
            (cost--  $32,026,665 ).......................................................................................18,311,619

  Real Estate Division -- Real Estate Account --
                260,837 shares at net asset value of                                    $10.80 per share
            (cost--  $2,666,310 ).........................................................................................2,817,041

  SmallCap Division -- SmallCap Account --
                414,989 shares at net asset value of                                     $6.39 per share
            (cost--  $3,711,057 ).........................................................................................2,651,782

  SmallCap Growth Division -- SmallCap Growth Account --
                873,303 shares at net asset value of                                     $8.26 per share
            (cost--  $14,031,007 )........................................................................................7,213,486
  SmallCap Value Division -- SmallCap Value Account --
                401,507 shares at net asset value of                                    $10.45 per share
            (cost--  $4,542,305 ).........................................................................................4,195,744

  Utilities Division -- Utilities Account --
                204,880 shares at net asset value of                                     $9.31 per share
            (cost--  $2,343,340 ).........................................................................................1,907,428
                                                                                                             ----------------------

Combined net assets                                                                                                    $325,418,881
                                                                                                             ======================


                  VARIABLE LIFE SEPARATE ACCOUNT
                  STATEMENT OF NET ASSETS (CONTINUED)
                  September 30, 2001
                  (Unaudited)



                                                                                                        Unit
                                                                                     Units              Value
                                                                                -------------------------------------
Net assets are represented by:
      AIM V.I. Growth and Income Division --
                                                                                                                
                  Flex Variable Life                                                   15               $7.31                $111
                  PrinFlex Life                                                     5,981                7.33              43,825
                  Survivorship Variable Universal Life                                  0                7.33                   0
                                                                                                              --------------------
                                                                                                                           43,937

      AIM V.I. Growth Division --
                  Flex Variable Life                                                    0                7.86                   0
                  PrinFlex Life                                                     7,693                7.88              60,599
                  Survivorship Variable Universal Life                                  0                7.88                   0
                                                                                                              --------------------
                                                                                                                           60,599

      AIM V.I. Value Division --
                  Flex Variable Life                                                   51                8.02                 408
                  PrinFlex Life                                                    26,092                8.04             209,819
                  Survivorship Variable Universal Life                              1,111                8.04               8,935
                                                                                                              --------------------
                                                                                                                          219,162

      American Century VP Income & Growth Division --
                  Flex Variable Life                                                   14                8.19                 117
                  PrinFlex Life                                                    16,578                8.21             136,098
                  Survivorship Variable Universal Life                                266                8.21               2,181
                                                                                                              --------------------
                                                                                                                          138,396

      American Century VP Ultra Division --
                  Flex Variable Life                                                  100                8.11                 810
                  PrinFlex Life                                                    10,291                8.13              83,659
                  Survivorship Variable Universal Life                                105                8.13                 850
                                                                                                              --------------------
                                                                                                                           85,318

      Asset Allocation Division --
                  Flex Variable Life                                                    0                9.14                   0
                  PrinFlex Life                                                   539,737               13.94           7,526,051
                  Survivorship Variable Universal Life                             59,074               10.31             609,175
                                                                                                              --------------------
                                                                                                                        8,135,226

      Balanced Division --
                  Flex Variable Life                                              118,922               26.30           3,127,575
                  PrinFlex Life                                                   729,667               11.71           8,542,511
                  Survivorship Variable Universal Life                             34,182                8.79             300,494
                                                                                                              --------------------
                                                                                                                       11,970,579

      Bond Division --
                  Flex Variable Life                                               62,854               26.80           1,684,186
                  PrinFlex Life                                                   821,559               13.52          11,110,927
                  Survivorship Variable Universal Life                             25,971               11.77             305,728
                                                                                                              --------------------
                                                                                                                       13,100,841

      Capital Value Division --
                  Flex Variable Life                                              216,976               31.18           6,764,580
                  PrinFlex Life                                                 1,649,370               11.93          19,687,557
                  Survivorship Variable Universal Life                             37,741                8.06             304,100
                                                                                                              --------------------
                                                                                                                       26,756,237

      Fidelity VIP Contrafund Division --
                  Flex Variable Life                                                    0                8.74                   0
                  PrinFlex Life                                                 2,326,618               15.00          34,898,672
                  Survivorship Variable Universal Life                            149,115                8.70           1,297,949
                                                                                                              --------------------
                                                                                                                       36,196,622

      DIP Founders Discovery Division --
                  Flex Variable Life                                                    0                7.20                   0
                  PrinFlex Life                                                    16,158                7.22             116,610
                  Survivorship Variable Universal Life                                  0                7.22                   0
                                                                                                              --------------------
                                                                                                                          116,610

      Equity Growth Division --
                  Flex Variable Life                                                  346                7.98               2,762
                  PrinFlex Life                                                 3,082,816               13.72          42,317,537
                  Survivorship Variable Universal Life                            176,618                8.25           1,457,563
                                                                                                              --------------------
                                                                                                                       43,777,861

      Fidelity VIP Equity-Income Division --
                  Flex Variable Life                                                  403                8.36               3,371
                  PrinFlex Life                                                 1,056,812               13.71          14,494,248
                  Survivorship Variable Universal Life                             78,054                9.16             715,070
                                                                                                              --------------------
                                                                                                                       15,212,689

      Government Securities Division --
                  Flex Variable Life                                                2,292               10.47              23,994
                  PrinFlex Life                                                   422,409               14.15           5,979,777
                  Survivorship Variable Universal Life                            252,934               12.18           3,081,708
                                                                                                              --------------------
                                                                                                                        9,085,478

      Growth Division --
                  Flex Variable Life                                                    0                7.44                   0
                  PrinFlex Life                                                 1,181,316               10.03          11,853,215
                  Survivorship Variable Universal Life                            100,714                6.39             643,424
                                                                                                              --------------------
                                                                                                                       12,496,639

      Fidelity VIP High Income Division --
                  Flex Variable Life                                                  125                8.73               1,095
                  PrinFlex Life                                                   312,595                7.93           2,477,879
                  Survivorship Variable Universal Life                             13,889                6.69              92,953
                                                                                                              --------------------
                                                                                                                        2,571,927

      High Yield Division --
                  Flex Variable Life                                               84,910               19.97           1,695,417
                                                                                                              --------------------
                                                                                                                        1,695,417

      International Division --
                  Flex Variable Life                                                   91                7.78                 711
                  PrinFlex Life                                                 1,529,509                9.64          14,754,816
                  Survivorship Variable Universal Life                             74,955                7.35             550,808
                                                                                                              --------------------
                                                                                                                       15,306,335

      International SmallCap Division --
                  Flex Variable Life                                                    0                7.42                   0
                  PrinFlex Life                                                   527,841               10.64           5,614,810
                  Survivorship Variable Universal Life                             57,960                9.04             524,241
                                                                                                              --------------------
                                                                                                                        6,139,051

      Invesco VIF Dynamics Division --
                  Flex Variable Life                                                    0                6.21                   0
                  PrinFlex Life                                                     3,942                6.23              24,544
                  Survivorship Variable Universal Life                                  0                6.23                   0
                                                                                                              --------------------
                                                                                                                           24,544

      Invesco VIF Health Sciences Division --
                  Flex Variable Life                                                    0                9.37                   0
                  PrinFlex Life                                                    12,856                9.40             120,848
                  Survivorship Variable Universal Life                                723                9.40               6,799
                                                                                                              --------------------
                                                                                                                          127,647

      Invesco VIF Small Company Growth Division --
                  Flex Variable Life                                                    0                6.76                   0
                  PrinFlex Life                                                     3,514                6.78              23,828
                  Survivorship Variable Universal Life                                112                6.78                 762
                                                                                                              --------------------
                                                                                                                           24,590

      Invesco VIF Technology Division --
                  Flex Variable Life                                                    0                5.15                   0
                  PrinFlex Life                                                     9,020                5.16              46,542
                  Survivorship Variable Universal Life                                592                5.16               3,054
                                                                                                              --------------------
                                                                                                                           49,596

      Janus Aspen Aggressive Growth Division --
                  Flex Variable Life                                                1,777                6.64              11,805
                  PrinFlex Life                                                    28,632                6.66             190,713
                  Survivorship Variable Universal Life                                 23                6.66                 154
                                                                                                              --------------------
                                                                                                                          202,672

      LargeCap Growth Division --
                  Flex Variable Life                                                  131                6.89                 904
                  PrinFlex Life                                                     6,813                6.91              47,073
                  Survivorship Variable Universal Life                                 92                6.91                 633
                                                                                                              --------------------
                                                                                                                           48,610

      LargeCap Stock Index Division --
                  Flex Variable Life                                                  750                8.06               6,051
                  PrinFlex Life                                                 1,490,010                7.93          11,808,657
                  Survivorship Variable Universal Life                            106,196                7.96             844,947
                                                                                                              --------------------
                                                                                                                       12,659,655

      MicroCap Division --
                  Flex Variable Life                                                  701                8.04               5,632
                  PrinFlex Life                                                   142,798                7.65           1,092,288
                  Survivorship Variable Universal Life                             41,340                8.62             356,218
                                                                                                              --------------------
                                                                                                                        1,454,138

      MidCap Division --
                  Flex Variable Life                                              255,739               45.77          11,704,443
                  PrinFlex Life                                                 1,606,189               14.19          22,796,827
                  Survivorship Variable Universal Life                             26,334               11.24             295,923
                                                                                                              --------------------
                                                                                                                       34,797,194

      MidCap Growth Division --
                  Flex Variable Life                                                    0                7.14                   0
                  PrinFlex Life                                                   304,508                7.77           2,368,761
                  Survivorship Variable Universal Life                             19,523                7.86             153,485
                                                                                                              --------------------
                                                                                                                        2,522,246

      MidCap Growth Equity Division --
                  Flex Variable Life                                                    0                6.58                   0
                  PrinFlex Life                                                     6,950                6.60              45,852
                  Survivorship Variable Universal Life                                168                6.60               1,107
                                                                                                              --------------------
                                                                                                                           46,959

      MidCap Value Division --
                  Flex Variable Life                                                  249                8.74               2,172
                  PrinFlex Life                                                    13,785                8.76             120,774
                  Survivorship Variable Universal Life                                452                8.76               3,960
                                                                                                              --------------------
                                                                                                                          126,907

      Money Market Division --
                  Flex Variable Life                                               29,489               18.45             544,054
                  PrinFlex Life                                                 1,963,930               12.66          24,864,700
                  Survivorship Variable Universal Life                            144,517               11.19           1,616,545
                                                                                                              --------------------
                                                                                                                       27,025,299

      Putnam VT Global Asset Allocation Division --
                  Flex Variable Life                                                    0                8.63                   0
                  PrinFlex Life                                                   118,500                9.23           1,094,433
                  Survivorship Variable Universal Life                             15,158                8.72             132,142
                                                                                                              --------------------
                                                                                                                        1,226,575

      Putnam VT Vista Division --
                  Flex Variable Life                                                    0                6.43                   0
                  PrinFlex Life                                                   564,511                8.13           4,591,759
                  Survivorship Variable Universal Life                             40,290                7.06             284,467
                                                                                                              --------------------
                                                                                                                        4,876,225

      Putnam VT Voyager Division --
                  Flex Variable Life                                                1,633                7.64              12,476
                  PrinFlex Life                                                 1,689,151               10.02          16,933,682
                  Survivorship Variable Universal Life                            163,854                8.33           1,365,461
                                                                                                              --------------------
                                                                                                                       18,311,619

      Real Estate Division --
                  Flex Variable Life                                                  584               10.59               6,190
                  PrinFlex Life                                                   184,667               12.28           2,268,032
                  Survivorship Variable Universal Life                             41,064               13.22             542,819
                                                                                                              --------------------
                                                                                                                        2,817,041

      SmallCap Division --
                  Flex Variable Life                                                   96                7.55                 722
                  PrinFlex Life                                                   297,357                8.27           2,459,225
                  Survivorship Variable Universal Life                             22,297                8.60             191,835
                                                                                                              --------------------
                                                                                                                        2,651,782

      SmallCap Growth Division --
                  Flex Variable Life                                                   10                5.94                  62
                  PrinFlex Life                                                   727,701                9.16           6,667,780
                  Survivorship Variable Universal Life                             75,236                7.25             545,644
                                                                                                              --------------------
                                                                                                                        7,213,486

      SmallCap Value Division --
                  Flex Variable Life                                                  447                8.59               3,839
                  PrinFlex Life                                                   330,775               11.88           3,931,551
                  Survivorship Variable Universal Life                             20,439               12.74             260,354
                                                                                                              --------------------
                                                                                                                        4,195,744

      Utilities Division --
                  Flex Variable Life                                                  689                7.52               5,183
                  PrinFlex Life                                                   163,978               10.56           1,731,183
                  Survivorship Variable Universal Life                             19,514                8.77             171,062
                                                                                                              --------------------
                                                                                                                        1,907,428

                                                                                                              --------------------
Combined net assets                                                                                                  $325,418,881
                                                                                                              ====================



VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF OPERATIONS
For the Period Ended September 30, 2001
(Unaudited)



                                                                                                             American
                                                                  AIM V.I.                                    Century      American
                                                                   Growth        AIM V.I.      AIM V.I.      VP Income      Century
                                                                 and Income       Growth         Value       & Growth      VP Ultra
                                                    Combined      Division       Division      Division      Division      Division
                                              --------------------------------------------------------------------------------------
Investment Income

   Income:
                                                                                                         
     Dividends ..................................  $2,813,896          $0           $0             $0             $0            $0
     Capital gains distributions...................10,948,102           0            0              0              0             0
                                              -------------------------------------------------------------------------------------
Total Income                                       13,761,998           0            0              0              0             0

    Expenses :
     Mortality and expense risks -.........         2,143,570         118          159            348            222           183
                                              -------------------------------------------------------------------------------------
Net Investment Income                              11,618,428        (118)        (159)          (348)          (222)         (183)

Realized and Unrealized Gain
(Loss) on Investments

   Net realized gain(loss) ................        (4,295,413)     (3,266)        (181)        (2,357)           (52)       (8,947)

   Change in net unrealized appreciation
    depr of investments.......................    (78,396,358)     (6,434)      (7,322)       (28,177)       (16,191)      (11,297)
                                              -------------------------------------------------------------------------------------


Net Increase in Net Assets
Resulting from Operations                        ($71,073,343)    ($9,819)     ($7,661)      ($30,882)      ($16,465)     ($20,427)
                                              =====================================================================================






                                                     Asset                                       Capital     Fidelity VIP
                                                  Allocation       Balanced        Bond           Value       Contrafund
                                                   Division        Division      Division        Division      Division
                                              ----------------------------------------------------------------------------
Investment Income

   Income:
                                                                                           
     Dividends ...............................          $0        $365,554      $691,129         $3,889       $266,237
     Capital gains distributions..............      13,288         167,396             0        128,530        939,660
                                              ----------------------------------------------------------------------------
Total Income                                        13,288         532,950       691,129        132,419      1,205,896

    Expenses :
     Mortality and expense risks -.........         47,016          78,643        65,096        195,719        225,653
                                              ----------------------------------------------------------------------------
Net Investment Income                              (33,729)        454,307       626,033        (63,299)       980,243

Realized and Unrealized Gain
(Loss) on Investments

   Net realized gain(loss) ................       (220,524)        (80,404)      (15,895)      (323,077)      (495,299)

   Change in net unrealized appreciation
    depr of investments.......................    (487,376)     (1,959,180)      221,040     (4,174,144)    (7,933,820)
                                              ----------------------------------------------------------------------------


Net Increase in Net Assets
Resulting from Operations                        ($741,629)    ($1,585,277)     $831,178    ($4,560,519)   ($7,448,876)
                                              ============================================================================




VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF OPERATIONS
For the Period Ended September 30, 2001
(Unaudited)



                                                 DIP                        Fidelity VIP
                                               Founders        Equity         Equity-       Government                 Fidelity VIP
                                               Discovery       Growth          Income       Securities      Growth      High Income
                                               Division       Division        Division       Division      Division      Division
                                              --------------------------------------------------------------------------------------
Investment Income

   Income:
                                                                                                    
     Dividends ...............................     $0         $42,527        $235,916      $216,752             $0      $233,699
     Capital gains distributions..............      0       2,923,876         662,811             0              0             0
                                              --------------------------------------------------------------------------------------
Total Income                                        0       2,966,404         898,727       216,752              0       233,699

    Expenses :
     Mortality and expense risks -.........       229         306,188          88,247        30,318         98,175        16,213
                                              --------------------------------------------------------------------------------------
Net Investment Income                            (229)      2,660,216         810,480       186,433        (98,175)      217,486

Realized and Unrealized Gain
(Loss) on Investments

   Net realized gain(loss) ................    (3,624)       (285,140)        (90,839)       10,131       (155,361)     (129,028)

   Change in net unrealized appreciation
    depr of investments.......................(23,854)    (15,666,245)     (3,033,920)      216,025     (5,734,347)     (541,332)
                                              --------------------------------------------------------------------------------------


Net Increase in Net Assets
Resulting from Operations                     ($27,707)   ($13,291,169)    ($2,314,279)     $412,589    ($5,987,883)    ($452,874)
                                              ======================================================================================





                                                                                                  INVESCO    INVESCO
                                                   High                         International       VIF     VIF Health
                                                   Yield      International       SmallCap       Dynamics    Sciences
                                                 Division       Division          Division       Division    Division
                                              ------------------------------------------------------------------------------
Investment Income

   Income:
                                                                                            
     Dividends ...............................      $0            $23,800              $0             $0         $0
     Capital gains distributions..............       0              3,381               0              0          0
                                              ------------------------------------------------------------------------
Total Income                                         0             27,181               0              0          0

    Expenses :
     Mortality and expense risks -.........      9,564            116,622          47,079             46        166
                                              ------------------------------------------------------------------------
Net Investment Income                           (9,564)           (89,440)        (47,079)           (46)      (166)

Realized and Unrealized Gain
(Loss) on Investments

   Net realized gain(loss) ................    (25,030)          (136,950)     (1,290,662)        (1,012)      (258)

   Change in net unrealized appreciation
    depr of investments....................... (14,274)        (6,026,578)     (1,268,728)        (6,369)    (2,269)
                                              ------------------------------------------------------------------------


Net Increase in Net Assets
Resulting from Operations                     ($48,869)       ($6,252,968)    ($2,606,469)       ($7,426)   ($2,694)
                                              =======================================================================


VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF OPERATIONS
For the Period Ended September 30, 2001
(Unaudited)



                                                   INVESCO
                                                  VIF Small       INVESCO     Janus Aspen                    LargeCap
                                                   Company          VIF        Aggressive     LargeCap         Stock
                                                   Growth       Technology       Growth        Growth          Index       MicroCap
                                                  Division       Division       Division      Division       Division      Division
                                                ------------------------------------------------------------------------------------
Investment Income

   Income:
                                                                                                      
     Dividends ...............................         $0            $0            $0             $0               $0          $0
     Capital gains distributions..............          0             0             0              0                0           0
                                               -------------------------------------------------------------------------------------
Total Income                                            0             0             0              0                0           0

    Expenses :
     Mortality and expense risks -.........            37           128           462             78           83,007       9,195
                                               -------------------------------------------------------------------------------------
Net Investment Income                                 (37)         (128)         (462)           (78)         (83,007)     (9,195)

Realized and Unrealized Gain
(Loss) on Investments

   Net realized gain(loss) ................            (7)         (343)       (4,623)        (1,104)        (178,185)     (2,283)

   Change in net unrealized appreciation
    depr of investments.......................     (4,181)      (17,774)      (59,042)        (8,438)      (2,880,182)   (261,990)
                                               -------------------------------------------------------------------------------------


Net Increase in Net Assets
Resulting from Operations                         ($4,225)     ($18,245)     ($64,127)       ($9,620)     ($3,141,374)  ($273,468)
                                               =====================================================================================





                                                                                                                      Putnam VT
                                                                                  MidCap                                Global
                                                                   MidCap         Growth      MidCap       Money        Asset
                                                   MidCap          Growth         Equity      Value        Market     Allocation
                                                  Division        Division       Division    Division     Division     Division
                                              -----------------------------------------------------------------------------------
Investment Income

   Income:
                                                                                                 
     Dividends ...............................          $0              $0           $0          $0     $722,924      $11,469
     Capital gains distributions..............     962,939          60,176            0           0            0      117,908
                                              ----------------------------------------------------------------------------------
Total Income                                       962,939          60,176            0           0      722,924      129,377

    Expenses :
     Mortality and expense risks -.........        210,114          16,735          149         207      195,096        7,578
                                              ----------------------------------------------------------------------------------
Net Investment Income                              752,824          43,441         (149)       (207)     527,828      121,799

Realized and Unrealized Gain
(Loss) on Investments

   Net realized gain(loss) ................         20,348         (55,904)     (11,261)         (4)           0      (22,335)

   Change in net unrealized appreciation
    depr of investments.......................  (5,711,086)     (1,072,241)     (12,265)     (8,705)         (87)    (310,184)
                                              ----------------------------------------------------------------------------------


Net Increase in Net Assets
Resulting from Operations                      ($4,937,914)    ($1,084,704)    ($23,675)    ($8,916)    $527,741    ($210,720)
                                              ==================================================================================




VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF OPERATIONS
For the Period Ended September 30, 2001
(Unaudited)



                                                    Putnam VT        Putnam VT         Real                      SmallCap
                                                      Vista           Voyager         Estate     SmallCap         Growth
                                                     Division         Division       Division    Division        Division
                                              ---------------------------------------------------------------------------
Investment Income

   Income:
                                                                                              
     Dividends ...............................            $0              $0           $0            $0              $0
     Capital gains distributions..............       679,338       4,288,799            0             0               0
                                              ---------------------------------------------------------------------------
Total Income                                         679,338       4,288,799            0             0               0

    Expenses :
     Mortality and expense risks -.........           41,591         134,633       10,152        16,918          64,367
                                              ---------------------------------------------------------------------------
Net Investment Income                                637,747       4,154,167      (10,152)      (16,918)        (64,367)

Realized and Unrealized Gain
(Loss) on Investments

   Net realized gain(loss) ................         (336,719)       (258,404)       9,532       (18,224)       (200,476)

   Change in net unrealized appreciation
    depr of investments.......................    (3,935,908)    (10,952,297)     120,421      (598,353)     (5,216,930)
                                              ---------------------------------------------------------------------------


Net Increase in Net Assets
Resulting from Operations                        ($3,634,880)    ($7,056,534)    $119,801     ($633,495)    ($5,481,773)
                                              ===========================================================================





                                                   SmallCap
                                                    Value            Utilities
                                                   Division           Division
                                              --------------------------------
Investment Income

   Income:
                                                           
     Dividends ...............................       $0                 $0
     Capital gains distributions..............        0                  0
                                              -----------------------------
Total Income                                          0                  0

    Expenses :
     Mortality and expense risks -.........      16,109             11,010
                                              -----------------------------
Net Investment Income                           (16,109)           (11,010)

Realized and Unrealized Gain
(Loss) on Investments

   Net realized gain(loss) ................      27,852             (5,501)

   Change in net unrealized appreciation
    depr of investments....................... (429,911)          (532,412)
                                              -----------------------------


Net Increase in Net Assets
Resulting from Operations                     ($418,168)         ($548,923)
                                              =============================


VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended September 30, 2001
(Unaudited)


                                                                                                               American
                                                                             AIM V.I.                           Century     American
                                                                              Growth     AIM V.I.   AIM V.I.   VP Income     Century
                                                                            and Income    Growth      Value    & Growth     VP Ultra
                                                                 Combined    Division    Division   Division   Division     Division
                                                               ---------------------------------------------------------------------


                                                                                                        
Net Assets at January 1, 2001                                 307,364,811#        0          0          0          0            0
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................   11,618,428      (118)      (159)      (348)      (222)        (183)
     Net realized gain (loss) on investments...............    (4,295,413)   (3,266)      (181)    (2,357)       (52)      (8,947)
     Change in net unrealized appr/depr.....................  (78,396,358)   (6,434)    (7,322)   (28,177)   (16,191)     (11,297)
                                                            ------------------------------------------------------------------------
  Net Increase resulting from Operations                      (71,073,343)   (9,819)    (7,661)   (30,882)   (16,465)     (20,427)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................  217,304,045    68,726     71,340    270,310    159,914      222,920
     Contract terminations and surrenders - FVLI............   (1,415,926)        0          0          0          0            0
     Contract terminations and surrenders - PrinFlex........   (7,996,472)        0          0       (113)         0            0
     Contract terminations and surrenders - SVUL............       (3,041)        0          0          0          0            0
     Death benefit payments.................................     (555,852)        0          0          0          0            0
     Policy loan transfers..................................   (3,287,713)        0          0       (122)      (122)           0
     Transfers to other contracts...........................  (87,015,010)  (12,637)      (904)   (14,716)    (2,401)    (114,415)
     Cost of insurance and administration charges - FVLI....   (1,459,240)      (68)         0        (12)       (68)         (17)
     Cost of insurance and administration charges - PrinFlex  (22,385,791)   (2,266)    (2,175)    (4,771)    (2,461)      (2,743)
     Cost of insurance and administration charges - SVUL....     (941,438)        0          0       (489)         0            0
     Surrender charges - FVLI...............................      (59,574)        0          0          0          0            0
     Surrender charges - PrinFlex............................  (3,003,419)        0          0        (42)         0            0
     Surrender charges - SVUL...............................      (53,156)        0          0          0          0            0
                                                            ------------------------------------------------------------------------
  Net Increase from Policy Related Transactions                89,127,413    53,755     68,261    250,045    154,861      105,745
                                                            ------------------------------------------------------------------------

Total Increase                                                 18,054,070    43,936     60,600    219,163    138,396       85,318
                                                            ------------------------------------------------------------------------
Net Assets at September 30, 2001                              325,418,882    43,936     60,600    219,163    138,396       85,318
                                                            ========================================================================


See accompanying note.

VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended September 30, 2001
(Unaudited)





                                                                      Asset                                Capital    Fidelity VIP
                                                                   Allocation    Balanced       Bond        Value      Contrafund
                                                                    Division     Division     Division    Division      Division
                                                              ----------------------------------------------------------------------

                                                                                                         
Net Assets at January 1, 2001                                      5,527,233    11,977,437    9,081,333   28,529,336    35,385,437
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................         (33,729)      454,307      626,033      (63,299)      980,243
     Net realized gain (loss) on investments...............         (220,524)      (80,404)     (15,895)    (323,077)     (495,299)
     Change in net unrealized appr/depr.....................        (487,376)   (1,959,180)     221,040   (4,174,144)   (7,933,820)
                                                            ------------------------------------------------------------------------
  Net Increase resulting from Operations                            (741,629)   (1,585,277)     831,178   (4,560,519)   (7,448,876)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................       7,390,554     3,749,235    7,275,846    8,372,944    16,947,252
     Contract terminations and surrenders - FVLI............               0      (152,568)     (75,509)    (283,793)            0
     Contract terminations and surrenders - PrinFlex........        (350,777)     (290,399)    (776,243)    (827,400)   (1,204,033)
     Contract terminations and surrenders - SVUL............               0          (355)           0         (298)         (376)
     Death benefit payments.................................               0       (44,648)     (12,714)     (58,056)      (11,054)
     Policy loan transfers..................................         (51,534)     (119,906)     (65,922)    (208,034)     (221,028)
     Transfers to other contracts...........................      (3,081,053)     (689,878)  (2,133,086)  (1,889,694)   (4,146,153)
     Cost of insurance and administration charges - FVLI....               0      (153,896)    (138,548)    (363,129)            0
     Cost of insurance and administration charges - PrinFlex        (404,388)     (582,791)    (568,540)  (1,608,442)   (2,555,802)
     Cost of insurance and administration charges - SVUL....         (21,432)      (14,672)     (22,227)     (18,764)      (89,954)
     Surrender charges - FVLI...............................               0        (6,419)      (3,177)     (11,940)            0
     Surrender charges - PrinFlex...........................        (131,749)     (109,072)    (291,551)    (310,766)     (452,226)
     Surrender charges - SVUL...............................               0        (6,210)           0       (5,208)       (6,567)
                                                            ------------------------------------------------------------------------
  Net Increase from Policy Related Transactions                    3,349,621     1,578,419    3,188,330    2,787,421     8,260,060
                                                            ------------------------------------------------------------------------

Total Increase                                                     2,607,993        (6,858)   4,019,508   (1,773,099)      811,184
                                                            ------------------------------------------------------------------------
Net Assets at September 30, 2001                                   8,135,226    11,970,579   13,100,841   26,756,237    36,196,621
                                                            ========================================================================




                                                                 DIP
                                                               Founders                 Equity
                                                               Discovery                Growth
                                                               Division                Division
                                                            ----------------------------------------

                                                                                
Net Assets at January 1, 2001                                          0               45,972,711
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................        (229)               2,660,216
     Net realized gain (loss) on investments...............       (3,624)                (285,140)
     Change in net unrealized appr/depr.....................     (23,854)             (15,666,245)
                                                            -----------------------------------------
  Net Increase resulting from Operations                         (27,707)             (13,291,169)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................     210,289               21,211,702
     Contract terminations and surrenders - FVLI............           0                        0
     Contract terminations and surrenders - PrinFlex........           0                 (866,947)
     Contract terminations and surrenders - SVUL............           0                     (177)
     Death benefit payments.................................           0                   (7,148)
     Policy loan transfers..................................           0                 (450,365)
     Transfers to other contracts...........................     (64,634)              (4,647,130)
     Cost of insurance and administration charges - FVLI....           0                     (308)
     Cost of insurance and administration charges - PrinFlex      (1,337)              (3,727,034)
     Cost of insurance and administration charges - SVUL....           0                  (87,560)
     Surrender charges - FVLI...............................           0                        0
     Surrender charges - PrinFlex...........................           0                 (325,619)
     Surrender charges - SVUL...............................           0                   (3,096)
                                                            -----------------------------------------
  Net Increase from Policy Related Transactions                  144,318               11,096,319
                                                            -----------------------------------------

Total Increase                                                   116,611               (2,194,850)
                                                            -----------------------------------------
Net Assets at September 30, 2001                                 116,611               43,777,861
                                                            =========================================


VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended September 30, 2001
(Unaudited)



                                                              Fidelity VIP
                                                                Equity-        Government                  Fidelity VIP      High
                                                                 Income        Securities       Growth     High Income       Yield
                                                                Division        Division       Division      Division      Division
                                                            ------------------------------------------------------------------------

                                                                                                           
Net Assets at January 1, 2001                                  13,577,072       3,393,527    14,740,033      1,821,483    1,617,658
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................      810,480         186,433       (98,175)       217,486       (9,564)
     Net realized gain (loss) on investments...............       (90,839)         10,131      (155,361)      (129,028)     (25,030)
     Change in net unrealized appr/depr.....................   (3,033,920)        216,025    (5,734,347)      (541,332)     (14,274)
                                                            ------------------------------------------------------------------------
  Net Increase resulting from Operations                       (2,314,279)        412,589    (5,987,883)      (452,874)     (48,869)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................    7,628,996       6,318,533     6,473,031      1,962,043      248,229
     Contract terminations and surrenders - FVLI............            0               0             0              0      (29,221)
     Contract terminations and surrenders - PrinFlex........     (705,633)       (153,154)     (347,234)       (29,673)
     Contract terminations and surrenders - SVUL............          (64)            (22)         (386)           (24)
     Death benefit payments.................................      (25,722)         (6,256)      (25,686)             0            0
     Policy loan transfers..................................     (147,779)        (23,689)     (121,579)       (36,040)      (1,917)
     Transfers to other contracts...........................   (1,670,341)       (493,792)     (793,528)      (507,078)     (10,985)
     Cost of insurance and administration charges - FVLI....         (206)            (62)            0            (65)     (78,249)
     Cost of insurance and administration charges - PrinFlex     (823,307)       (287,548)   (1,258,441)      (167,145)           0
     Cost of insurance and administration charges - SVUL....      (39,888)        (16,744)      (44,519)        (7,140)           0
     Surrender charges - FVLI...............................            0               0             0              0       (1,229)
     Surrender charges - PrinFlex...........................     (265,031)        (57,524)     (130,419)       (11,145)
     Surrender charges - SVUL...............................       (1,127)           (380)       (6,750)          (416)
                                                            ------------------------------------------------------------------------
  Net Increase from Policy Related Transactions                 3,949,897       5,279,362     3,744,489      1,203,318      126,628
                                                            ------------------------------------------------------------------------

Total Increase                                                  1,635,618       5,691,951    (2,243,394)       750,444       77,759
                                                            ------------------------------------------------------------------------
Net Assets at September 30, 2001                               15,212,690       9,085,478    12,496,639      2,571,927    1,695,417
                                                            ========================================================================





                                                                                            International
                                                                  International               SmallCap
                                                                    Division                  Division
                                                            ---------------------------------------------------

                                                                                 
Net Assets at January 1, 2001                                       17,342,064                 6,917,944
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................           (89,440)                  (47,079)
     Net realized gain (loss) on investments...............           (136,950)               (1,290,662)
     Change in net unrealized appr/depr.....................        (6,026,578)               (1,268,728)
                                                            ---------------------------------------------
  Net Increase resulting from Operations                            (6,252,968)               (2,606,469)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................         7,414,892                12,025,484
     Contract terminations and surrenders - FVLI............                 0                         0
     Contract terminations and surrenders - PrinFlex........          (247,099)                 (120,526)
     Contract terminations and surrenders - SVUL............                 2                       (43)
     Death benefit payments.................................            (1,714)                   (2,460)
     Policy loan transfers..................................          (156,269)                  (62,157)
     Transfers to other contracts...........................        (1,460,317)               (9,309,303)
     Cost of insurance and administration charges - FVLI....               (43)                        0
     Cost of insurance and administration charges - PrinFlex        (1,200,262)                 (627,592)
     Cost of insurance and administration charges - SVUL....           (39,178)                  (29,811)
     Surrender charges - FVLI...............................                 0                         0
     Surrender charges - PrinFlex...........................           (92,809)                  (45,269)
     Surrender charges - SVUL...............................                36                      (749)
                                                            ---------------------------------------------
  Net Increase from Policy Related Transactions                      4,217,239                 1,827,575
                                                            ---------------------------------------------

Total Increase                                                      (2,035,729)                 (778,894)
                                                            ---------------------------------------------
Net Assets at September 30, 2001                                    15,306,335                 6,139,050
                                                            =============================================



VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended September 30, 2001
(Unaudited)


                                                                                               INVESCO
                                                                    INVESCO       INVESCO     VIF Small     INVESCO     Janus Aspen
                                                                      VIF       VIF Health     Company        VIF       Aggressive
                                                                   Dynamics      Sciences      Growth     Technology      Growth
                                                                   Division      Division     Division     Division      Division
                                                            ------------------------------------------------------------------------

                                                                                                           
Net Assets at January 1, 2001                                             0            0            0             0              0
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................            (46)        (166)         (37)         (128)          (462)
     Net realized gain (loss) on investments...............          (1,012)        (258)          (7)         (343)        (4,623)
     Change in net unrealized appr/depr.....................         (6,369)      (2,269)      (4,181)      (17,774)       (59,042)
                                                            ------------------------------------------------------------------------
  Net Increase resulting from Operations                             (7,426)      (2,694)      (4,225)      (18,245)       (64,127)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................         50,147      149,133       29,958        71,094        332,761
     Contract terminations and surrenders - FVLI............              0            0            0             0              0
     Contract terminations and surrenders - PrinFlex........              0            0            0             0              0
     Contract terminations and surrenders - SVUL............              0            0            0             0              0
     Death benefit payments.................................              0            0            0             0              0
     Policy loan transfers..................................           (193)           0            0             0              0
     Transfers to other contracts...........................        (17,025)     (14,894)        (182)       (1,302)       (59,684)
     Cost of insurance and administration charges - FVLI....              0            0            0             0           (204)
     Cost of insurance and administration charges - PrinFlex           (958)      (3,847)        (961)       (1,926)        (6,068)
     Cost of insurance and administration charges - SVUL....              0          (51)           0           (26)            (5)
     Surrender charges - FVLI...............................              0            0            0             0              0
     Surrender charges - PrinFlex...........................              0            0            0             0              0
     Surrender charges - SVUL...............................              0            0            0             0              0
                                                            ------------------------------------------------------------------------
  Net Increase from Policy Related Transactions                      31,970      130,341       28,815        67,840        266,799
                                                            ------------------------------------------------------------------------

Total Increase                                                       24,544      127,648       24,590        49,596        202,672
                                                            ------------------------------------------------------------------------
Net Assets at September 30, 2001                                     24,544      127,648       24,590        49,596        202,672
                                                            ========================================================================





                                                                                        LargeCap
                                                                  LargeCap                Stock
                                                                   Growth                 Index
                                                                  Division              Division
                                                            ----------------------------------------------

                                                                               
Net Assets at January 1, 2001                                           0            12,276,884
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................          (78)              (83,007)
     Net realized gain (loss) on investments...............        (1,104)             (178,185)
     Change in net unrealized appr/depr.....................       (8,438)           (2,880,182)
                                                            ---------------------------------------
  Net Increase resulting from Operations                           (9,620)           (3,141,374)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................       87,508             6,146,053
     Contract terminations and surrenders - FVLI............            0                     0
     Contract terminations and surrenders - PrinFlex........            0              (254,847)
     Contract terminations and surrenders - SVUL............            0                   (54)
     Death benefit payments.................................            0              (300,649)
     Policy loan transfers..................................            0               (29,690)
     Transfers to other contracts...........................      (27,305)           (1,237,504)
     Cost of insurance and administration charges - FVLI....          (65)                 (547)
     Cost of insurance and administration charges - PrinFlex       (1,908)             (652,460)
     Cost of insurance and administration charges - SVUL....            0               (49,494)
     Surrender charges - FVLI...............................            0                     0
     Surrender charges - PrinFlex...........................            0               (95,719)
     Surrender charges - SVUL...............................            0                  (944)
                                                            ---------------------------------------
  Net Increase from Policy Related Transactions                    58,230             3,524,145
                                                            ---------------------------------------

Total Increase                                                     48,610               382,771
                                                            ---------------------------------------
Net Assets at September 30, 2001                                   48,610            12,659,655
                                                            =======================================


VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended September 30, 2001
(Unaudited)



                                                                                                           MidCap
                                                                                                MidCap     Growth     MidCap
                                                                  MicroCap        MidCap        Growth     Equity      Value
                                                                  Division       Division      Division   Division   Division
                                                            --------------------------------------------------------------------

                                                                                                     
Net Assets at January 1, 2001                                    1,269,013     37,522,641    2,396,679          0          0
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................        (9,195)       752,824       43,441       (149)      (207)
     Net realized gain (loss) on investments...............         (2,283)        20,348      (55,904)   (11,261)        (4)
     Change in net unrealized appr/depr.....................      (261,990)    (5,711,086)  (1,072,241)   (12,265)    (8,705)
                                                            --------------------------------------------------------------------
  Net Increase resulting from Operations                          (273,468)    (4,937,914)  (1,084,704)   (23,675)    (8,916)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................       712,135      9,055,094    1,911,097    119,788    144,964
     Contract terminations and surrenders - FVLI............             0       (871,205)           0          0          0
     Contract terminations and surrenders - PrinFlex........       (24,506)      (476,748)     (82,805)         0          0
     Contract terminations and surrenders - SVUL............          (163)             0            0          0          0
     Death benefit payments.................................        (1,301)       (22,706)        (780)         0          0
     Policy loan transfers..................................           949     (1,118,613)     (36,652)         0       (232)
     Transfers to other contracts...........................      (125,803)    (2,140,836)    (309,144)   (47,545)    (4,817)
     Cost of insurance and administration charges - FVLI....           (45)      (673,941)           0          0        (44)
     Cost of insurance and administration charges - PrinFlex       (80,407)    (1,311,868)    (234,024)    (1,599)    (4,023)
     Cost of insurance and administration charges - SVUL....       (10,218)       (10,993)      (6,320)       (11)       (26)
     Surrender charges - FVLI...............................             0        (36,655)           0          0          0
     Surrender charges - PrinFlex...........................        (9,204)      (179,063)     (31,101)         0          0
     Surrender charges - SVUL...............................        (2,843)             0            0          0          0
                                                            --------------------------------------------------------------------
  Net Increase from Policy Related Transactions                    458,593      2,212,466    1,210,271     70,634    135,823
                                                            --------------------------------------------------------------------

Total Increase                                                     185,125     (2,725,448)     125,567     46,959    126,907
                                                            --------------------------------------------------------------------
Net Assets at September 30, 2001                                 1,454,138     34,797,193    2,522,246     46,959    126,907
                                                            ====================================================================





                                                                                         Putnam VT
                                                                                           Global
                                                                  Money                    Asset
                                                                  Market                 Allocation
                                                                 Division                 Division
                                                            -----------------------------------------

                                                                                 
Net Assets at January 1, 2001                                 18,255,616                  944,197
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................     527,828                  121,799
     Net realized gain (loss) on investments...............            0                  (22,335)
     Change in net unrealized appr/depr.....................         (87)                (310,184)
                                                            -----------------------------------------
  Net Increase resulting from Operations                         527,741                 (210,720)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................  56,610,987                  687,569
     Contract terminations and surrenders - FVLI............      (3,631)                       0
     Contract terminations and surrenders - PrinFlex........    (643,791)                 (11,864)
     Contract terminations and surrenders - SVUL............        (567)                       0
     Death benefit payments.................................     (26,378)                       0
     Policy loan transfers..................................    (143,205)                  (2,445)
     Transfers to other contracts........................... (44,683,552)                 (67,830)
     Cost of insurance and administration charges - FVLI....     (49,242)                       0
     Cost of insurance and administration charges - PrinFlex  (2,409,245)                 (98,086)
     Cost of insurance and administration charges - SVUL....    (157,558)                  (9,789)
     Surrender charges - FVLI...............................        (153)                       0
     Surrender charges - PrinFlex...........................    (241,803)                  (4,456)
     Surrender charges - SVUL...............................      (9,920)                       0
                                                            -----------------------------------------
  Net Increase from Policy Related Transactions                8,241,941                  493,098
                                                            -----------------------------------------

Total Increase                                                 8,769,682                  282,378
                                                            -----------------------------------------
Net Assets at September 30, 2001                              27,025,298                1,226,575
                                                            =========================================


VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended September 30, 2001
(Unaudited)



                                                                  Putnam VT          Putnam VT        Real
                                                                    Vista             Voyager        Estate      SmallCap
                                                                   Division          Division       Division     Division
                                                            -----------------------------------------------------------------------

                                                                                                   
Net Assets at January 1, 2001                                     5,249,045        19,058,561     1,001,550    1,958,266
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................        637,747         4,154,167       (10,152)     (16,918)
     Net realized gain (loss) on investments...............        (336,719)         (258,404)        9,532      (18,224)
     Change in net unrealized appr/depr.....................     (3,935,908)      (10,952,297)      120,421     (598,353)
                                                            -----------------------------------------------------------------------
  Net Increase resulting from Operations                         (3,634,880)       (7,056,534)      119,801     (633,495)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................      5,349,203        10,299,930     2,807,739    1,933,660
     Contract terminations and surrenders - FVLI............              0                 0             0            0
     Contract terminations and surrenders - PrinFlex........        (64,414)         (307,833)      (18,645)     (33,630)
     Contract terminations and surrenders - SVUL............            (37)             (310)            0            0
     Death benefit payments.................................            (93)             (102)            0         (444)
     Policy loan transfers..................................        (47,302)         (134,356)       (2,097)     (20,726)
     Transfers to other contracts...........................     (1,354,069)       (1,606,677)     (909,512)    (301,292)
     Cost of insurance and administration charges - FVLI....              0              (123)          (76)         (12)
     Cost of insurance and administration charges - PrinFlex       (562,952)       (1,733,607)      (98,289)    (227,804)
     Cost of insurance and administration charges - SVUL....        (33,437)          (86,286)      (76,428)     (10,110)
     Surrender charges - FVLI...............................              0                 0             0            0
     Surrender charges - PrinFlex...........................        (24,193)         (115,620)       (7,003)     (12,631)
     Surrender charges - SVUL...............................           (645)           (5,424)            0            0
                                                            -----------------------------------------------------------------------
  Net Increase from Policy Related Transactions                   3,262,060         6,309,592     1,695,690    1,327,010
                                                            -----------------------------------------------------------------------

Total Increase                                                     (372,819)         (746,942)    1,815,491      693,515
                                                            -----------------------------------------------------------------------
Net Assets at September 30, 2001                                  4,876,226        18,311,619     2,817,041    2,651,781
                                                            =======================================================================







                                                                SmallCap               SmallCap
                                                                 Growth                  Value                Utilities
                                                                Division               Division               Division
                                                            ------------------------------------------------------------

                                                                                                   
Net Assets at January 1, 2001                                 8,419,398              1,737,646              1,392,047
Increase (decrease) in Net Assets from Operations:
     Net investment income..................................    (64,367)               (16,109)               (11,010)
     Net realized gain (loss) on investments...............    (200,476)                27,852                 (5,501)
     Change in net unrealized appr/depr..................... (5,216,930)              (429,911)              (532,412)
                                                            ----------------------------------------------------------
  Net Increase resulting from Operations                     (5,481,773)              (418,168)              (548,923)

   Policy related transactions (Note 2):
     Net premium payments, less sales charges
       and applicable premium taxes.........................  6,756,874              4,402,938              1,623,176
     Contract terminations and surrenders - FVLI............          0                      0                      0
     Contract terminations and surrenders - PrinFlex........   (101,101)               (27,329)               (29,727)
     Contract terminations and surrenders - SVUL............       (145)                     0                    (22)
     Death benefit payments.................................     (1,136)                     0                 (6,804)
     Policy loan transfers..................................    (43,345)               (36,291)                (7,051)
     Transfers to other contracts........................... (1,427,060)            (1,284,142)              (352,788)
     Cost of insurance and administration charges - FVLI....          0                   (193)                   (76)
     Cost of insurance and administration charges - PrinFlex   (824,906)              (161,670)              (142,140)
     Cost of insurance and administration charges - SVUL....    (42,815)                (6,781)                (8,715)
     Surrender charges - FVLI...............................          0                      0                      0
     Surrender charges - PrinFlex...........................    (37,973)               (10,265)               (11,165)
     Surrender charges - SVUL...............................     (2,532)                     0                   (381)
                                                            ----------------------------------------------------------
  Net Increase from Policy Related Transactions               4,275,861              2,876,267              1,064,304
                                                            ----------------------------------------------------------

Total Increase                                               (1,205,912)             2,458,098                515,381
                                                            ----------------------------------------------------------
Net Assets at September 30, 2001                              7,213,486              4,195,744              1,907,428
                                                            ==========================================================






                         Report of Independent Auditors





Board of Directors and Participants
Principal Life Insurance Company


We have  audited the  accompanying  individual  and combined  statements  of net
assets of Principal  Life  Insurance  Company  Variable  Life  Separate  Account
(comprised of the Aggressive Growth, Asset Allocation,  Balanced,  Bond, Capital
Value,  Fidelity  Contrafund,  Fidelity  Equity  Income,  Fidelity  High Income,
Government  Securities,   Growth,  High  Yield,   International,   International
SmallCap,  LargeCap Stock Index, MicroCap,  MidCap, MidCap Growth, Money Market,
Putnam Global Asset  Allocation,  Putnam  Vista,  Putnam  Voyager,  Real Estate,
SmallCap,  SmallCap  Growth,  SmallCap  Value,  and  Utilities  Divisions) as of
December 31, 2000,  and the related  statements of operations and changes in net
assets for each of the three years in the period  then  ended,  except for those
divisions  operating  for portions of such periods as disclosed in the financial
statements.  These financial statements are the responsibility of the management
of Principal Life Insurance Company. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial  statements.  Our
procedures included confirmation of securities owned as of December 31, 2000, by
correspondence  with the transfer agents.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the individual and combined  financial  position of the
respective  divisions of Principal Life Insurance Company Variable Life Separate
Account at December 31, 2000, and the  individual and combined  results of their
operations and the changes in their net assets for the periods  described above,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

                                                   /s/ Ernst & Young LLP

Des Moines, Iowa
February 9, 2001





                        Principal Life Insurance Company
                         Variable Life Separate Account

                            Statements of Net Assets

                               December 31, 2000




Assets
Investments:
                                                                                           
   Aggressive Growth Division:
     Aggressive Growth Account - 2,256,883 shares at net asset value of $20.37 per
       share (cost - $46,719,608)                                                             $  45,972,711
   Asset Allocation Division:
     Asset Allocation Account - 459,836 shares at net asset value of $12.02 per share
       (cost - $5,926,974)                                                                        5,527,233
   Balanced Division:
     Balanced Account - 776,244 shares at net asset value of $15.43 per share
       (cost - $12,067,919)                                                                      11,977,437
   Bond Division:
     Bond Account - 770,911 shares at net asset value of $11.78 per share
       (cost - $8,896,611)                                                                        9,081,333
   Capital Value Division:
     Capital Value Account - 928,689 shares at net asset value of $30.72 per share
       (cost - $30,823,307)                                                                      28,529,336
   Fidelity Contrafund Division:
     Fidelity Variable Insurance Products Fund II: Contrafund Portfolio -
       1,490,541 shares at net asset value of $23.74 per share (cost - $36,425,024)              35,385,437
   Fidelity Equity Income Division:
     Fidelity Variable Insurance Products Fund: Equity Income Portfolio -
       532,017 shares at net asset value of $25.52 per share (cost - $12,913,433)                13,577,072
   Fidelity High Income Division:
     Fidelity Variable Insurance Products Fund: High Income Portfolio - 222,675 shares
     at net asset value of $8.18 per share (cost - $2,400,343)                                    1,821,483
   Government Securities Division:
   Government Securities Account - 296,896 shares at net asset value of $11.43 per
       share (cost - $3,223,472)                                                                  3,393,527
   Growth Division:
     Growth Account - 897,141 shares at net asset value of $16.43 per share
       (cost - $17,838,029)                                                                      14,740,033
   High Yield Division:
     High Yield Account - 252,365 shares at net asset value of $6.41 per share
       (cost - $2,097,132)                                                                        1,617,658
   International Division:
     International Account - 1,247,631 shares at net asset value of $13.90 per share
       (cost - $18,775,878)                                                                      17,342,064
   International SmallCap Division:
     International SmallCap Account - 498,770 shares at net asset value of $13.87 per
       share (cost - $7,897,848)                                                             $    6,917,944
   LargeCap Stock Index Division:
     LargeCap Stock Index Account - 1,289,589 shares at net asset value of $9.52 per
       share (cost - $13,089,754)                                                                12,276,884
   MicroCap Division:
     MicroCap Account - 141,001 shares at net asset value of $9.00 per share
       (cost - $1,273,531)                                                                        1,269,013
   MidCap Division:
     MidCap Account - 1,088,559 shares at net asset value of $34.47 per share
       (cost - $35,764,004)                                                                      37,522,641
   MidCap Growth Division:
     MidCap Growth Account - 229,128 shares at net asset value of $10.46 per share
       (cost - $2,449,528)                                                                        2,396,679
   Money Market Division:
     Money Market Account - 18,255,616 shares at net asset value of $1.00 per share
       (cost - $18,255,616)                                                                      18,255,616
   Putnam Global Asset Allocation Division:
     Putnam Variable Trust: Global Asset Allocation Fund - 56,641 shares at net asset
       value of $16.67 per share (cost - $1,008,219)                                                944,197
   Putnam Vista Division:
     Putnam Variable Trust: Vista Fund - 267,808 shares at net asset value of $19.60
       per share (cost - $5,777,489)                                                              5,249,045
   Putnam Voyager Division:
     Putnam Variable Trust: Voyager Fund - 391,829 shares at net asset value of $48.64
       per share (cost - $21,821,310)                                                            19,058,561
   Real Estate Division:
     Real Estate Account - 97,332 shares at net asset value of $10.29 per share
       (cost - $971,240)                                                                          1,001,550
   SmallCap Division:
     SmallCap Account - 250,098 shares at net asset value of $7.83 per share
       (cost - $2,419,189)                                                                        1,958,266
   SmallCap Growth Division:
     SmallCap Growth Account - 540,051 shares at net asset value of $15.59 per share
       (cost - $10,019,989)                                                                       8,419,398
   SmallCap Value Division:
     SmallCap Value Account - 154,320 shares at net asset value of $11.26 per share
       (cost - $1,654,296)                                                                        1,737,646
   Utilities Division:
     Utilities Account - 111,991 shares at net asset value of $12.43 per share
       (cost - $1,295,546)                                                                        1,392,047

                                                                                          --------------------
                                        Combined net assets                                    $307,364,811
                                                                                          ====================








                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                                 Statements of Net Assets (continued)

                                                           December 31, 2000




                                                                                    Unit
                                                                      Units         Value
                                                                  ----------------------------
                                                                  ----------------------------
Net assets are represented by:
   Aggressive Growth Division:
                                                                                         
     PrinFlex Life                                                    2,464,515    $18.16         $  44,753,095
     Survivorship Variable Universal Life                               111,696     10.92             1,219,616
                                                                                                  -------------------
                                                                                                     45,972,711
   Asset Allocation Division:
     PrinFlex Life                                                      330,942     15.26             5,049,325
     Survivorship Variable Universal Life                                42,349     11.29               477,908
                                                                                                  --------------------
                                                                                                      5,527,233
   Balanced Division:
     Flex Variable Life                                                 121,505     29.95             3,639,550
     PrinFlex Life                                                      612,393     13.26             8,119,788
     Survivorship Variable Universal Life                                21,905      9.96               218,099
                                                                                                  --------------------
                                                                                                     11,977,437
   Bond Division:
     Flex Variable Life                                                  66,498     24.82             1,650,255
     PrinFlex Life                                                      582,589     12.45             7,253,705
     Survivorship Variable Universal Life                                16,360     10.84               177,373
                                                                                                  --------------------
                                                                                                      9,081,333
   Capital Value Division:
     Flex Variable Life                                                 220,576     36.53             8,056,286
     PrinFlex Life                                                    1,462,363     13.90            20,331,641
     Survivorship Variable Universal Life                                15,064      9.39               141,409
                                                                                                  --------------------
                                                                                                     28,529,336
   Fidelity Contrafund Division:
     PrinFlex Life                                                    1,870,108     18.27            34,165,250
     Survivorship Variable Universal Life                               115,073     10.60             1,220,187
                                                                                                  --------------------
                                                                                                     35,385,437
   Fidelity Equity Income Division:
     PrinFlex Life                                                      828,884     15.78            13,079,878
     Survivorship Variable Universal Life                                47,161     10.54               497,194
                                                                                                  --------------------
                                                                                                     13,577,072
   Fidelity High Income Division:
     PrinFlex Life                                                      191,185      9.24             1,766,502
     Survivorship Variable Universal Life                                 7,048      7.80                54,981
                                                                                                  --------------------
                                                                                                  --------------------
                                                                                                      1,821,483
   Government Securities Division:
     PrinFlex Life                                                      249,262     13.14             3,275,712
     Survivorship Variable Universal Life                                10,415     11.31               117,815
                                                                                                  --------------------
                                                                                                      3,393,527

   Growth Division:
     PrinFlex Life                                                      918,036    $15.40         $  14,141,233
     Survivorship Variable Universal Life                                61,041      9.81               598,800
                                                                                                  --------------------
                                                                                                     14,740,033

   High Yield Division - Flex Variable Life                              78,929     20.50             1,617,658

   International Division:
     PrinFlex Life                                                    1,218,442     13.91            16,951,351
     Survivorship Variable Universal Life                                36,854     10.60               390,713
                                                                                                  --------------------
                                                                                                     17,342,064
   International SmallCap Division:
     PrinFlex Life                                                      410,158     15.53             6,369,250
     Survivorship Variable Universal Life                                41,551     13.21               548,694
                                                                                                  --------------------
                                                                                                      6,917,944
   LargeCap Stock Index Division:
     PrinFlex Life                                                    1,160,433      9.98            11,581,287
     Survivorship Variable Universal Life                                69,432     10.02               695,597
                                                                                                  --------------------
                                                                                                     12,276,884
   MicroCap Division:
     PrinFlex Life                                                       93,698      9.07               849,676
     Survivorship Variable Universal Life                                41,040     10.22               419,337
                                                                                                  --------------------
                                                                                                      1,269,013
   MidCap Division:
     Flex Variable Life                                                 270,410     52.38            14,164,162
     PrinFlex Life                                                    1,440,670     16.15            23,270,443
     Survivorship Variable Universal Life                                 6,883     12.79                88,036
                                                                                                  --------------------
                                                                                                     37,522,641
   MidCap Growth Division:
     PrinFlex Life                                                      198,779     11.62             2,308,819
     Survivorship Variable Universal Life                                 7,481     11.75                87,860
                                                                                                  --------------------
                                                                                                      2,396,679
   Money Market Division:
     Flex Variable Life                                                  26,328     17.93               472,119
     PrinFlex Life                                                    1,384,368     12.24            16,941,801
     Survivorship Variable Universal Life                                77,857     10.81               841,696
                                                                                                  --------------------
                                                                                                     18,255,616
   Putnam Global Asset Allocation Division:
     PrinFlex Life                                                       77,748     10.94               850,940
     Survivorship Variable Universal Life                                 9,026     10.33                93,257
                                                                                                  --------------------
                                                                                                        944,197
   Putnam Vista Division:
     PrinFlex Life                                                      326,362    $15.38        $    5,018,092
     Survivorship Variable Universal Life                                17,302     13.35               230,953
                                                                                                  --------------------
                                                                                                      5,249,045
   Putnam Voyager Division:
     PrinFlex Life                                                    1,227,585     14.30            17,553,809
     Survivorship Variable Universal Life                               126,566     11.89             1,504,752
                                                                                                  --------------------
                                                                                                     19,058,561
   Real Estate Division
     PrinFlex Life                                                       62,805     11.70               734,933
     Survivorship Variable Universal Life                                21,169     12.59               266,617
                                                                                                  --------------------
                                                                                                  --------------------
                                                                                                      1,001,550
   SmallCap Division:
     PrinFlex Life                                                      184,090     10.13             1,865,420
     Survivorship Variable Universal Life                                 8,807     10.54                92,846
                                                                                                  --------------------
                                                                                                      1,958,266
   SmallCap Growth Division:
     PrinFlex Life                                                      446,771     17.29             7,725,206
     Survivorship Variable Universal Life                                50,714     13.69               694,192
                                                                                                  --------------------
                                                                                                      8,419,398
   SmallCap Value Division:
     PrinFlex Life                                                      127,733     12.80             1,635,453
     Survivorship Variable Universal Life                                 7,444     13.72               102,193
                                                                                                  --------------------
                                                                                                      1,737,646
   Utilities Division:
     PrinFlex Life                                                       89,322     14.09             1,258,486
     Survivorship Variable Universal Life                                11,415     11.71               133,561
                                                                                                  --------------------
                                                                                                      1,392,047
                                                                                                  --------------------
Combined net assets                                                                                $307,364,811
                                                                                                  ====================



See accompanying notes.








                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                                       Statements of Operations

                                             Years ended December 31, 2000, 1999 and 1998




                                                                                                 Aggressive
                                                                                                   Growth
                                                                                  Combined        Division
                                                                               ---------------- --------------

Year ended December 31, 2000 Investment income (loss) Income:
                                                                                          
   Dividends                                                                   $   2,481,753    $     -
   Capital gains distributions                                                    18,866,822       1,219,532
                                                                               ---------------- --------------
                                                                                  21,348,575       1,219,532
Expenses:
   Mortality and expense risks                                                     2,348,094         357,859
                                                                               ---------------- --------------
Net investment income (loss)                                                      19,000,481         861,673

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                          (111,246)        146,570
Change in net unrealized appreciation or depreciation of investments             (32,833,683)     (7,649,724)
                                                                               ----------------  --------------
Net increase (decrease) in net assets resulting from operations                 $(13,944,448)    $(6,641,481)
                                                                               ================ ==============

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                   $   3,065,326    $
                                                                                                           -
   Capital gains distributions                                                     9,306,861       2,005,405
                                                                               ---------------- --------------
                                                                                  12,372,187       2,005,405
Expenses:
   Mortality and expense risks                                                     1,367,910         182,021
                                                                               ---------------- --------------
Net investment income (loss)                                                      11,004,277       1,823,384

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                           646,392          88,148
Change in net unrealized appreciation or depreciation of investments              11,074,319       6,010,958
                                                                               ---------------- --------------
Net increase (decrease) in net assets resulting from operations                 $ 22,724,988     $ 7,922,490
                                                                               ================ ==============

Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                   $   1,927,629    $      25,269
   Capital gains distributions                                                     3,545,632         576,813
                                                                               ---------------- --------------
                                                                                   5,473,261         602,082
Expenses:
   Mortality and expense risks                                                       736,803          74,911
                                                                               ---------------- --------------
Net investment income (loss)                                                       4,736,458         527,171

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                         1,677,430          11,214
Change in net unrealized appreciation or depreciation of investments               1,393,781         947,122
                                                                               ---------------- --------------
Net increase (decrease) in net assets resulting from operations                $   7,807,669     $ 1,485,507
                                                                               ================ ==============


See accompanying notes.








                                                                                    Asset                              Capital Value
                                                                                 Allocation     Balanced       Bond      Division
                                                                                  Division      Division     Division
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------


Year ended December 31, 2000
Investment income (loss)
     Income:
                                                                                                           
        Dividends                                                                 $140,582      $   -         $    -    $    448,738
        Capital gains distributions                                                401,133          -              -         135,404
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                    41,715           -              -       584,142
      Expenses:
        Mortality and expense risks                                                 37,864     104,162         70,481       253,147
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                       503,851    (104,162)       (70,481)      330,995

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                           9,480     (52,909)       (67,172)     (899,891)
Change in net unrealized appreciation or depreciation of investments              (522,565)     67,563        710,421       950,640
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                 $   (9,234)  $ (89,508)     $ 572,768  $    381,744
====================================================================================================================================
Year ended December 31, 1999
Investment income (loss)
     Income:
        Dividends                                                                $  72,994    $421,363      $ 423,106  $    631,298
        Capital gains distributions                                                220,018     458,007              -     3,121,167
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                   293,012     879,370        423,106     3,752,465
   Expenses:
Mortality and expense risks                                                         20,257      93,638         47,388       227,884
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                       272,755     785,732        375,718     3,524,581

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                          18,368      77,332         (8,182)      207,213
Change in net unrealized appreciation or depreciation of investments               136,643    (695,498)      (552,153)   (5,167,258)
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   $427,766    $167,566      $(184,617)  $(1,435,464)
====================================================================================================================================

Year ended December 31, 1998
Investment income (loss)
     Income:
           Dividends                                                             $  37,595    $278,168      $ 200,418  $    398,541
           Capital gains distributions                                              39,061     298,323          2,083       748,100
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                    76,656     576,491        202,501     1,146,641
   Expenses:
Mortality and expense risks                                                          9,173      63,126         24,494       136,738
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                        67,483     513,365        178,007     1,009,903

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                          (1,770)    161,523         33,503       281,655
Change in net unrealized appreciation or depreciation of investments                10,057     118,060        (19,726)      461,090
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                  $  75,770    $792,948      $ 191,784   $ 1,752,648
====================================================================================================================================






                                                                                       Fidelity
                                                                                      Contrafund
                                                                                       Division
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------


Year ended December 31, 2000
                                                                              
Investment income (loss)
     Income:
        Dividends                                                                $       84,138
        Capital gains distributions                                                   3,054,223
- --------------------------------------------------------------------------------------------------
                                                                                     3,138,361
      Expenses:
        Mortality and expense risks                                                    254,559
- --------------------------------------------------------------------------------------------------
Net investment income (loss)                                                         2,883,802

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                              32,714
Change in net unrealized appreciation or depreciation of investments                (5,395,041)
- --------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                    $(2,478,525)
==================================================================================================
Year ended December 31, 1999
Investment income (loss)
     Income:
        Dividends                                                                $      45,256
        Capital gains distributions                                                    331,881
- --------------------------------------------------------------------------------------------------
                                                                                       377,137
   Expenses:
Mortality and expense risks                                                            115,541
- --------------------------------------------------------------------------------------------------
Net investment income (loss)                                                           261,596

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                              36,522
Change in net unrealized appreciation or depreciation of investments                 3,000,192
- --------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                    $ 3,298,310
==================================================================================================

Year ended December 31, 1998
Investment income (loss)
     Income:
           Dividends                                                              $     17,790
           Capital gains distributions                                                 130,883
- --------------------------------------------------------------------------------------------------
                                                                                       148,673
   Expenses:
Mortality and expense risks                                                             37,872
- --------------------------------------------------------------------------------------------------
Net investment income (loss)                                                           110,801

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                              12,594
Change in net unrealized appreciation or depreciation of investments                 1,240,221
- --------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                     $1,363,616
==================================================================================================







                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                                 Statements of Operations (continued)

                                             Years ended December 31, 2000, 1999 and 1998





                                                                                    Fidelity      Fidelity High     Government
                                                                                 Equity Income   Income Division    Securities
                                                                                    Division                         Division

                                                                                 --------------- ---------------- --------------

                                                                                                         
Year ended December 31, 2000
Investment income (loss) Income:
   Dividends                                                                         $167,161       $ 112,140     $           -
   Capital gains distributions                                                        629,770               -                -
                                                                                 --------------- ---------------- --------------
                                                                                      796,931         112,140                -
Expenses:
   Mortality and expense risks                                                        100,688          16,875           24,903
                                                                                 --------------- ---------------- --------------
Net investment income (loss)                                                          696,243          95,265          (24,903)
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                            (36,409)        (46,430)         (73,232)
Change in net unrealized appreciation or depreciation of investments                  320,251        (528,218)         358,676
                                                                                --------------- ---------------- ---------------
Net increase (decrease) in net assets resulting from operations                      $980,085       $(479,383)        $260,541
                                                                                 =============== ================ ==============
Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                        $  81,671       $ 107,614         $181,309
   Capital gains distributions                                                        180,535           4,023                -
                                                                                 --------------- ---------------- --------------
                                                                                      262,206         111,637          181,309
Expenses:
   Mortality and expense risks                                                         66,774          12,593           29,098
                                                                                 --------------- ---------------- --------------
Net investment income (loss)                                                          195,432          99,044          152,211
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                             26,811         (18,366)         (23,023)
Change in net unrealized appreciation or depreciation of investments                   51,551           9,792         (179,101)
                                                                                 --------------- ---------------- --------------
Net increase (decrease) in net assets resulting from operations                      $273,794       $  90,470        $ (49,913)
                                                                                 =============== ================ ==============
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                        $  18,251       $  31,106         $111,671
   Capital gains distributions                                                         64,952          19,765                -
                                                                                 --------------- ---------------- --------------
                                                                                       83,203          50,871          111,671
Expenses:
   Mortality and expense risks                                                         24,478           7,171           14,161
                                                                                 --------------- ---------------- --------------
Net investment income (loss)                                                           58,725          43,700           97,510
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                              5,628         (11,177)           1,370
Change in net unrealized appreciation or depreciation of investments                  219,300         (81,364)          (6,358)
                                                                                 --------------- ---------------- --------------
Net increase (decrease) in net assets resulting from operations                      $283,653       $ (48,841)       $  92,522
                                                                                 =============== ================ ==============
(1)   Commenced operations May 1, 1998.
(2)   Commenced operations May 1, 1999.
See accompanying notes.








                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                                 Statements of Operations (continued)

                                             Years ended December 31, 2000, 1999 and 1998






                                                                                   Growth
                                                                                  Division
                                                                                --------------
                                                                             
Year ended December 31, 2000
Investment income (loss) Income:
   Dividends                                                                    $     -
   Capital gains distributions                                                     2,991,447
                                                                                --------------
                                                                                   2,991,447
Expenses:
   Mortality and expense risks                                                       120,729
                                                                                --------------
Net investment income (loss)                                                       2,870,718
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                            27,791
Change in net unrealized appreciation or depreciation of investments              (4,702,775)
                                                                                  --------------
Net increase (decrease) in net assets resulting from operations                  $(1,804,266)
                                                                                ==============
Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                    $     61,438
   Capital gains distributions                                                        26,610
                                                                                --------------
                                                                                      88,048
Expenses:
   Mortality and expense risks                                                        65,974
                                                                                --------------
Net investment income (loss)                                                          22,074
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                            35,999
Change in net unrealized appreciation or depreciation of investments               1,136,770
                                                                                --------------
Net increase (decrease) in net assets resulting from operations                 $  1,194,843
                                                                                ==============
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                    $     46,962
   Capital gains distributions                                                        44,586
                                                                                --------------
                                                                                      91,548
Expenses:
   Mortality and expense risks                                                        22,163
                                                                                --------------
Net investment income (loss)                                                          69,385
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                             8,386
Change in net unrealized appreciation or depreciation of investments                 437,013
                                                                                --------------
Net increase (decrease) in net assets resulting from operations                 $    514,784
                                                                                ==============
(1)   Commenced operations May 1, 1998.
(2)   Commenced operations May 1, 1999.
See accompanying notes.









                                                                                  High                        International
                                                                                  Yield      International      SmallCap
                                                                                Division        Division      Division (1)
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------


                                                                                                    
Year ended December 31, 2000
Investment income (loss)
    Income:
       Dividends                                                                 $159,252    $    115,474    $         -
       Capital gains distributions                                                      -         687,531           362,609
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                  159,252         803,005           362,609
  Expenses:
        Mortality and expense risks                                                12,260         139,590            45,118
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                      146,992         663,415           317,491
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                        (36,162)         10,274           137,726
Change in net unrealized appreciation or depreciation of investments             (199,645)     (2,202,921)       (1,565,735)
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                 $ (88,815)    $(1,529,232)      $(1,110,518)
=============================================================================================================================

Year ended December 31, 1999
Investment income (loss)
    Income:
        Dividends                                                                $156,525     $   331,297    $     -
        Capital gains distributions                                                     -       1,187,285            77,693
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                  156,525       1,518,582            77,693
  Expenses:
        Mortality and expense risks                                                15,977          88,959             6,069
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                      140,548       1,429,623            71,624
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                        (83,063)         34,900            29,313
Change in net unrealized appreciation or depreciation of investments              (35,529)        942,834           570,819
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                 $  21,956      $2,407,357      $    671,756
=============================================================================================================================

Year ended December 31, 1998
Investment income (loss)
    Income:
        Dividends                                                                $202,766     $   118,274    $          851
        Capital gains distributions                                                     -         238,049                 -
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                  202,766         356,323               851
  Expenses:
        Mortality and expense risks                                                16,917          47,404               732
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                      185,849         308,919               119
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                         (1,713)          5,582              (148)
Change in net unrealized appreciation or depreciation of investments             (222,572)         (8,068)           15,012
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                 $ (38,436)    $   306,433     $      14,983
=============================================================================================================================









                                                                                   LargeCap
                                                                                  Stock Index     MicroCap
                                                                                 Division (2)   Division (1)
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------


                                                                                           
Year ended December 31, 2000
Investment income (loss)
    Income:
       Dividends                                                                  $   102,989     $  6,198
       Capital gains distributions                                                     41,453            -
- --------------------------------------------------------------------------------------------------------------
                                                                                      144,442        6,198
  Expenses:
        Mortality and expense risks                                                    72,122        7,677
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                           72,320       (1,479)
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                                153       32,846
Change in net unrealized appreciation or depreciation of investments               (1,133,899)        (737)
- --------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   $(1,061,426)     $30,630
==============================================================================================================

Year ended December 31, 1999
Investment income (loss)
    Income:
        Dividends                                                                $     27,669    $     614
        Capital gains distributions                                                    35,810            -
- --------------------------------------------------------------------------------------------------------------
                                                                                       63,479          614
  Expenses:
        Mortality and expense risks                                                    15,615        2,622
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                           47,864       (2,008)
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                                377          539
Change in net unrealized appreciation or depreciation of investments                  321,029       (4,874)
- --------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                  $    369,270     $ (6,343)
==============================================================================================================

Year ended December 31, 1998
Investment income (loss)
    Income:
        Dividends                                                                $          -       $  620
        Capital gains distributions                                                         -            -
- --------------------------------------------------------------------------------------------------------------
                                                                                            -          620
  Expenses:
        Mortality and expense risks                                                         -          326
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss)                                                                -          294
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                                  -         (681)
Change in net unrealized appreciation or depreciation of investments                        -        1,093
- --------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                  $          -       $  706
==============================================================================================================








                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                                 Statements of Operations (continued)

                                             Years ended December 31, 2000, 1999 and 1998





                                                                                            MidCap       Money Market
                                                                             MidCap         Growth         Division
                                                                            Division     Division (1)
                                                                         --------------- -------------- ---------------
                                                                                                  
Year ended December 31, 2000
Investment income (loss) Income:
   Dividends                                                             $    96,220      $    4,159       $947,987
   Capital gains distributions                                             6,502,170         199,447              -
                                                                         --------------- -------------- ---------------
                                                                           6,598,390         203,606        947,987
Expenses:
   Mortality and expense risks                                               272,454          13,595        185,639
                                                                         --------------- -------------- ---------------
Net investment income (loss)                                               6,325,936         190,011        762,348
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                   396,277          26,224              -
Change in net unrealized appreciation or depreciation of investments      (2,361,754)       (163,442)             -
                                                                         --------------- -------------- ---------------
Net increase (decrease) in net assets resulting from operations           $4,360,459      $   52,793       $762,348
                                                                         =============== ============== ===============
Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                             $    93,198     $     1,567       $407,602
   Capital gains distributions                                             1,313,207               -              -
                                                                         --------------- -------------- ---------------
                                                                           1,406,405           1,567        407,602
Expenses:
   Mortality and expense risks                                               228,629           5,079         93,734
                                                                         --------------- -------------- ---------------
Net investment income (loss)                                               1,177,776          (3,512)       313,868
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                   142,810           9,001              -
Change in net unrealized appreciation or depreciation of investments       2,019,372          82,583              -
                                                                         --------------- -------------- ---------------
                                                                         --------------- -------------- ---------------
Net increase (decrease) in net assets resulting from operations           $3,339,958       $  88,072       $313,868
                                                                         =============== ============== ===============
                                                                         =============== ============== ===============
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                             $   146,679     $         -       $290,641
   Capital gains distributions                                             1,383,017               -              -
                                                                         --------------- -------------- ---------------
                                                                         --------------- -------------- ---------------
                                                                           1,529,696               -        290,641
Expenses:
   Mortality and expense risks                                               185,626             637         67,849
                                                                         --------------- -------------- ---------------
                                                                         --------------- -------------- ---------------
Net investment income (loss)                                               1,344,070            (637)       222,792
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                 1,170,701             249              -
Change in net unrealized appreciation or depreciation of investments      (1,927,129)         28,009              -
                                                                         --------------- -------------- ---------------
                                                                         --------------- -------------- ---------------
Net increase (decrease) in net assets resulting from operations          $   587,642       $  27,621       $222,792
                                                                         =============== ============== ===============
(1)   Commenced operations May 1, 1998.

See accompanying notes.





                                                                           Putnam Global
                                                                          Asset Allocation
                                                                            Division (1)
                                                                         --------------------
                                                                         
Year ended December 31, 2000
Investment income (loss) Income:
   Dividends                                                                $    9,533
   Capital gains distributions                                                  51,153
                                                                         --------------------
                                                                                60,686
Expenses:
   Mortality and expense risks                                                   6,544
                                                                         --------------------
Net investment income (loss)                                                    54,142
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                      (1,478)
Change in net unrealized appreciation or depreciation of investments           (91,512)
                                                                         --------------------
Net increase (decrease) in net assets resulting from operations             $  (38,848)
                                                                         ====================
Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                $    3,412
   Capital gains distributions                                                   9,719
                                                                         --------------------
                                                                                13,131
Expenses:
   Mortality and expense risks                                                   2,385
                                                                         --------------------
Net investment income (loss)                                                    10,746
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                       4,668
Change in net unrealized appreciation or depreciation of investments            23,177
                                                                         --------------------
                                                                         --------------------
Net increase (decrease) in net assets resulting from operations             $   38,591
                                                                         ====================
                                                                         ====================
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                $        -
   Capital gains distributions                                                       -
                                                                         --------------------
                                                                         --------------------
                                                                                     -
Expenses:
   Mortality and expense risks                                                     120
                                                                         --------------------
                                                                         --------------------
Net investment income (loss)                                                      (120)
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                         140
Change in net unrealized appreciation or depreciation of investments             4,313
                                                                         --------------------
                                                                         --------------------
Net increase (decrease) in net assets resulting from operations             $    4,333
                                                                         ====================
(1)   Commenced operations May 1, 1998.

See accompanying notes.







                                                                                Putnam Vista  Putnam Voyager
                                                                                Division (1)   Division (1)    Real Estate
                                                                                                               Division (1)
  ---------------------------------------------------------------------------------------------------------------------------
  ---------------------------------------------------------------------------------------------------------------------------

                                                                                                         
  Year ended December 31, 2000
  Investment income (loss)
      Income:
        Dividends                                                                  $     -     $        778       $37,862
        Capital gains distributions                                                 20,972        1,650,707            -
  ---------------------------------------------------------------------------------------------------------------------------
                                                                                    20,972        1,651,485        37,862
    Expenses:
  Mortality and expense risks                                                       27,026          134,312        2,771
  ---------------------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                                                      (6,054)       1,517,173       35,091
  Realized and unrealized gains (losses) on investments
  Net realized gains (losses) on investments                                        23,433               25       12,346
  Change in net unrealized appreciation or depreciation of investments            (730,737)      (5,168,799)      35,647
  ---------------------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting from operations                $(713,358)     $(3,651,601)      $83,084
  ===========================================================================================================================
  Year ended December 31, 1999
  Investment income (loss)
      Income:
    Dividends                                                                   $        -     $       1,764      $  3,569

  Capital gains distributions                                                       62,859          163,482            -
  ---------------------------------------------------------------------------------------------------------------------------
                                                                                    62,859          165,246          3,569
    Expenses:
        Mortality and expense risks                                                  2,960           29,437            376
  ---------------------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                                                      59,899          135,809          3,193
  Realized and unrealized gains (losses) on investments
  Net realized gains (losses) on investments                                         5,780           16,417           (785)
  Change in net unrealized appreciation or depreciation of investments             181,556        2,300,449         (5,017)
  ---------------------------------------------------------------------------------------------------------------------------
  ---------------------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting from operations                $ 247,235     $  2,452,675       $ (2,609)
  ===========================================================================================================================
  ===========================================================================================================================

  Year ended December 31, 1998
  Investment income (loss)
      Income:
        Dividends                                                               $        -     $          -       $    867

  Capital gains distributions                                                            -                -            -
  ---------------------------------------------------------------------------------------------------------------------------
  ---------------------------------------------------------------------------------------------------------------------------
                                                                                         -                -            867
    Expenses:
        Mortality and expense risks                                                    174            1,414             56
  ---------------------------------------------------------------------------------------------------------------------------
  ---------------------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                                                        (174)          (1,414)           811
  Realized and unrealized gains (losses) on investments
  Net realized gains (losses) on investments                                           252               45           (64)
  Change in net unrealized appreciation or depreciation of investments              20,737          105,601          (320)
  ===========================================================================================================================
  ---------------------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting from operations               $   20,815     $    104,232       $    427
  ===========================================================================================================================








                                                                                                  SmallCap
                                                                                   SmallCap        Growth
                                                                                 Division (1)   Division (1)
  -------------------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------
                                                                                         
  Year ended December 31, 2000
  Investment income (loss)
      Income:
        Dividends                                                               $      5,550   $           -
        Capital gains distributions                                                  273,379         492,430
  -------------------------------------------------------------------------------------------------------------
                                                                                     278,929         492,430
    Expenses:
  Mortality and expense risks                                                         16,009          56,013
  -------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                                                       262,920         436,417
  Realized and unrealized gains (losses) on investments
  Net realized gains (losses) on investments                                          28,981          71,121
  Change in net unrealized appreciation or depreciation of investments              (618,008)     (2,338,388)
  -------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting from operations                  $(326,107)    $(1,830,850)
  =============================================================================================================
  Year ended December 31, 1999
  Investment income (loss)
      Income:
    Dividends                                                                   $        331   $
                                                                                                           -
  Capital gains distributions                                                         88,145          19,242
  -------------------------------------------------------------------------------------------------------------
                                                                                      88,476          19,242
    Expenses:
        Mortality and expense risks                                                    4,836           5,327
  -------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                                                        83,640          13,915
  Realized and unrealized gains (losses) on investments
  Net realized gains (losses) on investments                                          10,826          30,664
  Change in net unrealized appreciation or depreciation of investments               145,118         705,827
  -------------------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting from operations               $    239,584   $     750,406
  =============================================================================================================
  =============================================================================================================

  Year ended December 31, 1998
  Investment income (loss)
      Income:
        Dividends                                                                         24   $     -

  Capital gains distributions                                                              -         -
  -------------------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------
                                                                                          24               -
    Expenses:
        Mortality and expense risks                                                      557             385
  -------------------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                                                          (533)           (385)
  Realized and unrealized gains (losses) on investments
  Net realized gains (losses) on investments                                             (75)            (20)
  Change in net unrealized appreciation or depreciation of investments                11,967          31,970
  =============================================================================================================
  -------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting from operations                 $   11,359   $      31,565
  =============================================================================================================







                                                                                SmallCap Value
                                                                                 Division (1)     Utilities
                                                                                                 Division (1)

  -------------------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------

                                                                                         
  Year ended December 31, 2000
  Investment income (loss)
      Income:
        Dividends                                                               $    16,994    $      25,998
        Capital gains distributions                                                 131,634           21,828
  -------------------------------------------------------------------------------------------------------------
                                                                                    148,628           47,826
    Expenses:
        Mortality and expense risks                                                   8,739            6,958
  -------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                                                      139,889           40,868
  Realized and unrealized gains (losses) on investments
  Net realized gains (losses) on investments                                        127,192           19,284
  Change in net unrealized appreciation or depreciation of investments                 (543)          97,562
  -------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting from operations                  $266,538         $157,714
  =============================================================================================================

  Year ended December 31, 1999
  Investment income (loss)
      Income:
        Dividends                                                               $     3,592       $    8,137
        Capital gains distributions                                                       -            1,773
  -------------------------------------------------------------------------------------------------------------
                                                                                      3,592            9,910
    Expenses:
        Mortality and expense risks                                                   2,821            1,916
  -------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                                                          771            7,994
  Realized and unrealized gains (losses) on investments
  Net realized gains (losses) on investments                                          2,968            1,155
  Change in net unrealized appreciation or depreciation of investments               78,477           (3,398)
  -------------------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting from operations                 $  82,216       $    5,751
  =============================================================================================================
  =============================================================================================================

  Year ended December 31, 1998
  Investment income (loss)
      Income:
        Dividends                                                              $        512      $       624
        Capital gains distributions                                                       -                -
  -------------------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------
                                                                                        512              624
    Expenses:
  Mortality and expense risks                                                           255               64
  -------------------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------------------
  Net investment income (loss)                                                          257              560
  Realized and unrealized gains (losses) on investments
  Net realized gains (losses) on investments                                           (136)             372
  Change in net unrealized appreciation or depreciation of investments                5,416            2,337
  =============================================================================================================
  -------------------------------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting from operations                $    5,537       $    3,269
  =============================================================================================================







                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                                  Statements of Changes in Net Assets

                                                     Year ended December 31, 2000





                                                                                               Aggressive         Asset
                                                                                            Growth Division    Allocation
                                                                               Combined                         Division

                                                                            ---------------------------------------------------
                                                                            ---------------------------------------------------


                                                                                                        
Net assets at January 1, 2000                                                  $214,751,457    $33,093,420       $3,132,463

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                  19,000,481        861,673          503,851
   Net realized gains (losses) on investments                                      (111,246)       146,570            9,480
   Change in net unrealized appreciation or depreciation of investments         (32,833,683)    (7,649,724)        (522,565)
                                                                            ---------------------------------------------------
                                                                            ---------------------------------------------------
Net increase (decrease) in net assets resulting from operations                 (13,944,448)    (6,641,481)          (9,234)

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes
                                                                                255,193,157     29,758,309        3,289,056
   Contract terminations and surrenders                                          (6,730,897)      (902,757)         (65,587)
   Death benefit payments                                                          (213,260)       (19,750)               -
   Policy loan transfers                                                         (4,161,013)      (797,276)         (26,235)
   Transfers to other contracts                                                (108,204,769)    (3,750,874)        (365,808)
   Cost of insurance and administration charges                                 (26,531,044)    (4,191,357)        (385,961)
   Surrender charges                                                             (2,794,372)      (575,523)         (41,461)
                                                                            ---------------------------------------------------
                                                                            ---------------------------------------------------
Increase (decrease) in net assets from policy related transactions              106,557,802     19,520,772        2,404,004
                                                                            ---------------------------------------------------
                                                                            ---------------------------------------------------
Total increase (decrease)                                                        92,613,354     12,879,291        2,394,770
                                                                            ---------------------------------------------------
                                                                            ---------------------------------------------------
Net assets at December 31, 2000                                                $307,364,811    $45,972,711       $5,527,233
                                                                            ===================================================
                                                                            ---------------------------------------------------







                                                                                Balanced           Bond
                                                                                Division         Division

                                                                            ----------------------------------
                                                                            ----------------------------------


                                                                                           
Net assets at January 1, 2000                                                   $12,297,279      $6,647,735


Increase (decrease) in net assets
Operations:

   Net investment income (loss)                                                    (104,162)        (70,481)
   Net realized gains (losses) on investments                                       (52,909)        (67,172)
   Change in net unrealized appreciation or depreciation of investments              67,563         710,421

                                                                            ----------------------------------
                                                                            ----------------------------------

Net increase (decrease) in net assets resulting from operations                     (89,508)        572,768


Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes

                                                                                  4,313,099      4,695,877
   Contract terminations and surrenders                                            (453,456)       (224,651)
   Death benefit payments                                                           (21,288)         (6,705)
   Policy loan transfers                                                           (227,754)       (112,479)
   Transfers to other contracts                                                  (2,699,004)     (1,602,705)
   Cost of insurance and administration charges                                  (1,007,392)       (813,559)
   Surrender charges                                                               (134,539)        (74,948)

                                                                            ----------------------------------
                                                                            ----------------------------------

Increase (decrease) in net assets from policy related transactions                 (230,334)      1,860,830

                                                                            ----------------------------------
                                                                            ----------------------------------

Total increase (decrease)                                                          (319,842)      2,433,598

                                                                            ----------------------------------
                                                                            ----------------------------------

Net assets at December 31, 2000                                                 $11,977,437      $9,081,333

                                                                            ==================================

See accompanying notes.









                                                            Capital         Fidelity         Fidelity       Fidelity High
                                                             Value         Contrafund      Equity Income   Income Division
                                                            Division        Division         Division
- ------------------------------------------------------------------------ ---------------- ---------------- ----------------
- ------------------------------------------------------------------------ ---------------- ---------------- ----------------


                                                                                                  
Net assets at January 1, 2000                               $28,453,464     $21,683,086     $  9,373,498      $1,560,663

Increase (decrease) in net assets
 Operations:
Net investment income (loss)                                    330,995       2,883,802          696,243          95,265
Net realized gains (losses) on investments                     (899,891)         32,714          (36,409)        (46,430)
Change in net unrealized appreciation or
        depreciation of investments                             950,640      (5,395,041)         320,251        (528,218)

- ------------------------------------------------------------------------ ---------------- ---------------- ----------------
- ------------------------------------------------------------------------ ---------------- ---------------- ----------------

Net increase (decrease) in net assets
        resulting from operations                               381,744      (2,478,525)         980,085        (479,383)

Policy related transactions:
Net premium payments, less sales charges and
        applicable premium taxes                             11,696,805      23,219,618        7,043,890       1,436,160
Contract terminations and surrenders                           (992,682)       (498,142)        (184,398)        (32,423)
Death benefit payments                                          (43,189)         (9,707)          (1,690)           (420)
Policy loan transfers                                          (528,453)       (592,880)          94,665          18,764
Transfers to other contracts                                 (7,517,529)     (2,678,220)      (2,545,534)       (444,922)
Cost of insurance and administration charges                 (2,638,433)     (2,940,509)      (1,065,441)       (178,932)
Surrender charges                                              (282,391)       (319,284)        (118,003)        (20,496)
- ------------------------------------------------------------------------ ---------------- ---------------- ----------------
- ------------------------------------------------------------------------ ---------------- ---------------- ----------------
Increase (decrease) in net assets from policy
        related transactions                                   (305,872)     16,180,876        3,223,489         740,203
- ------------------------------------------------------------------------ ---------------- ---------------- ----------------
- ------------------------------------------------------------------------ ---------------- ---------------- ----------------
Total increase (decrease)                                        75,872      13,702,351        4,203,574         260,820
- ------------------------------------------------------------------------ ---------------- ---------------- ----------------
- ------------------------------------------------------------------------ ---------------- ---------------- ----------------
Net assets at December 31, 2000                             $28,529,336     $35,385,437      $13,577,072      $1,821,483
======================================================================== ================ ================ ================










                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                            Statements of Changes in Net Assets (continued)

                                                     Year ended December 31, 2000




                                                            Government

                                                            Securities    Growth Division    High Yield     International
                                                             Division                         Division        Division

                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------


                                                                                                  
Net assets at January 1, 2000                                $3,117,503      $10,738,427       $1,689,069     $13,191,433

Increase (decrease) in net assets
Operations:

   Net investment income (loss)                                 (24,903)       2,870,718          146,992         663,415
   Net realized gains (losses) on investments                   (73,232)          27,791          (36,162)         10,274
   Change in net unrealized appreciation
        or depreciation of investments                          358,676       (4,702,775)        (199,645)     (2,202,921)

                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------

Net increase (decrease) in net assets resulting
        from operations                                         260,541       (1,804,266)         (88,815)     (1,529,232)


Policy related transactions:
   Net premium payments, less sales charges
        and applicable premium taxes                          1,932,137        9,674,355          301,781      10,086,587
   Contract terminations and surrenders                         (37,495)        (275,368)         (78,725)       (302,768)
   Death benefit payments                                        (3,138)         (10,239)               -         (10,052)
   Policy loan transfers                                       (102,846)        (262,492)           2,087        (232,123)
   Transfers to other contracts                              (1,496,351)      (1,629,892)        (107,800)     (2,294,330)
   Cost of insurance and administration charges                (253,121)      (1,514,952)         (95,536)     (1,374,849)
   Surrender charges                                            (23,703)        (175,540)         (4,403)        (192,602)
                                                            -------------------------------------------------------------
                                                            -------------------------------------------------------------
Increase (decrease) in net assets from policy
        related transactions                                     15,483        5,805,872           17,404       5,679,863
                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------
Total increase (decrease)                                       276,024        4,001,606          (71,411)      4,150,631
                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------
Net assets at December 31, 2000                              $3,393,527      $14,740,033       $1,617,658     $17,342,064
                                                            ===============================================================
See accompanying notes.








                                                                               International     LargeCap
                                                                                 SmallCap      Stock Index     MicroCap
                                                                                 Division        Division      Division
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------


                                                                                                     
Net assets at January 1, 2000                                                   $  1,960,477   $  6,704,714   $   452,739

Increase (decrease) in net assets
  Operations:
Net investment income (loss)                                                         317,491         72,320        (1,479)
Net realized gains (losses) on investments                                           137,726            153        32,846
Change in net unrealized appreciation or depreciation of investments              (1,565,735)    (1,133,899)         (737)

- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in net assets resulting from operations                   (1,110,518)    (1,061,426)       30,630

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                              10,571,353      7,825,895     1,556,542
Death benefit payments                                                               (68,238)       (34,473)      (13,200)
Policy loan transfers                                                                 (1,345)          (259)            -
Transfers to other contracts                                                         (92,701)       (92,383)         (461)
Cost of insurance and administration charges                                      (3,708,043)      (452,491)     (672,095)
Surrender charges                                                                   (589,904)      (589,691)      (76,798)
Increase (decrease) in net assets from policy related transactions                   (43,137)       (23,002)       (8,344)
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Total increase (decrease)                                                          6,067,985      6,633,596       785,644
- --------------------------------------------------------------------------------------------------------------------------
Net assets at December 31, 2000                                                    4,957,467      5,572,170       816,274
- --------------------------------------------------------------------------------------------------------------------------
                                                                                $  6,917,944    $12,276,884    $1,269,013
==========================================================================================================================









                                                                                              MidCap Growth
                                                                              MidCap Division    Division

- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------


                                                                                         
Net assets at January 1, 2000                                                    $30,767,163   $   978,046

Increase (decrease) in net assets
  Operations:
Net investment income (loss)                                                       6,325,936       190,011
Net realized gains (losses) on investments                                           396,277        26,244
Change in net unrealized appreciation or depreciation of investments              (2,361,754)     (163,442)

- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------

Net increase (decrease) in net assets resulting from operations                    4,360,459        52,793

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                              11,608,618     1,843,915
Death benefit payments                                                            (1,516,159)      (25,571)
Policy loan transfers                                                                (69,784)            -
Transfers to other contracts                                                        (603,290)      (10,834)
Cost of insurance and administration charges                                      (4,166,416)     (251,257)
Surrender charges                                                                 (2,529,480)     (174,248)
Increase (decrease) in net assets from policy related transactions                  (328,470)      (16,165)
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Total increase (decrease)                                                          2,395,019     1,365,840
- -------------------------------------------------------------------------------------------------------------
Net assets at December 31, 2000                                                    6,755,478     1,418,633
- -------------------------------------------------------------------------------------------------------------
                                                                                 $37,522,641    $2,396,679
=============================================================================================================







                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                            Statements of Changes in Net Assets (continued)

                                                     Year ended December 31, 2000





                                                                            Money Market     Putnam Global       Putnam Vista
                                                                              Division      Asset Allocation       Division

                                                                                                Division
                                                                           ---------------------------------------------------------
                                                                           ---------------------------------------------------------


                                                                                                        
Net assets at January 1, 2000                                                 $14,455,480        $422,470        $   895,165


Increase (decrease) in net assets
Operations:

   Net investment income (loss)                                                   762,348          54,142             (6,054)
   Net realized gains (losses) on investments                                           -          (1,478)            23,433
   Change in net unrealized appreciation or depreciation of investments                 -         (91,512)          (730,737)
                                                                           ---------------------------------------------------------
                                                                           ---------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   762,348         (38,848)          (713,358)

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes
                                                                               72,946,715         829,996          5,897,773
   Contract terminations and surrenders                                          (535,850)        (12,947)           (36,043)
   Death benefit payments                                                               -               -             (6,712)
   Policy loan transfers                                                          (61,746)         (1,036)           (91,942)
   Transfers to other contracts                                               (66,548,940)       (149,689)          (345,652)
   Cost of insurance and administration charges                                (2,665,403)        (96,360)          (327,401)
   Surrender charges                                                              (96,988)         (9,389)           (22,785)
                                                                           ---------------------------------------------------------
                                                                           ---------------------------------------------------------
Increase (decrease) in net assets from policy related transactions              3,037,788         560,575          5,067,238
                                                                           ---------------------------------------------------------
                                                                           ---------------------------------------------------------
Total increase (decrease)                                                       3,800,136         521,727          4,353,880
                                                                           ---------------------------------------------------------
                                                                           ---------------------------------------------------------
Net assets at December 31, 2000                                               $18,255,616        $944,197         $5,249,045
                                                                           =========================================================

See accompanying notes.









                                                                           Putnam Voyager
                                                                              Division


                                                                           -----------------
                                                                           -----------------
                                                                     
Net assets at January 1, 2000                                              $  8,742,337

Increase (decrease) in net assets
Operations:

   Net investment income (loss)                                               1,517,173
   Net realized gains (losses) on investments                                        25
   Change in net unrealized appreciation or depreciation of investments      (5,168,799)
                                                                           -----------------
                                                                           -----------------
Net increase (decrease) in net assets resulting from operations              (3,651,601)

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes      18,048,445
                                                                                (302,693)
   Contract terminations and surrenders                                           (5,327)
   Death benefit payments                                                       (319,487)
   Policy loan transfers                                                      (1,421,158)
   Transfers to other contracts                                               (1,837,210)
   Cost of insurance and administration charges                                 (194,745)
   Surrender charges
                                                                           -----------------
                                                                           -----------------
Increase (decrease) in net assets from policy related transactions            13,967,825
                                                                           -----------------
                                                                           -----------------
Total increase (decrease)                                                     10,316,224
                                                                           -----------------
                                                                           -----------------
Net assets at December 31, 2000                                              $19,058,561
                                                                           =================





                                                                                                                SmallCap
                                                                               Real Estate      SmallCap         Growth
                                                                                 Division       Division        Division
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------


                                                                                                      
Net assets at January 1, 2000                                                  $     73,623     $1,099,108      $2,161,250

Increase (decrease) in net assets
  Operations:
Net investment income (loss)                                                         35,091        262,920         436,417
Net realized gains (losses) on investments                                           12,346         28,981          71,121
Change in net unrealized appreciation or depreciation of investments                 35,647       (618,008)     (2,338,388)

- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in net assets resulting from operations                      83,084       (326,107)     (1,830,850)

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                              1,174,224      1,965,594       9,746,782
Death benefit payments                                                               (6,695)       (31,790)        (73,949)
Policy loan transfers                                                                  (109)           (23)         (1,523)
Transfers to other contracts                                                         (1,248)        53,381        (105,922)
Cost of insurance and administration charges                                       (232,118)      (584,563)       (731,700)
Surrender charges                                                                   (84,979)      (197,216)       (697,943)
Increase (decrease) in net assets from policy related transactions                   (4,232)       (20,118)        (46,747)

- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total increase (decrease)                                                           844,843      1,185,265       8,088,998

- -----------------------------------------------------------------------------------------------------------------------------

Net assets at December 31, 2000                                                     927,927        859,158       6,258,148

- -----------------------------------------------------------------------------------------------------------------------------
                                                                                 $1,001,550     $1,958,266      $8,419,398
=============================================================================================================================








                                                                                SmallCap
                                                                                  Value        Utilities
                                                                                Division        Division
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------


                                                                                         
Net assets at January 1, 2000                                                   $  623,561     $  437,284

Increase (decrease) in net assets
  Operations:
Net investment income (loss)                                                       139,889         40,868
Net realized gains (losses) on investments                                         127,192         19,284
Change in net unrealized appreciation or depreciation of investments                  (543)        97,562

- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------

Net increase (decrease) in net assets resulting from operations                    266,538        157,714

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                             2,323,152      1,406,479
Death benefit payments                                                              (9,286)       (15,551)
Policy loan transfers                                                                    -         (2,000)
Transfers to other contracts                                                       (22,793)        (6,001)
Cost of insurance and administration charges                                    (1,335,069)      (472,609)
Surrender charges                                                                 (102,587)      (101,782)
Increase (decrease) in net assets from policy related transactions                  (5,870)       (11,487)

- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------

Total increase (decrease)                                                          847,547        797,049

- ------------------------------------------------------------------------------------------------------------

Net assets at December 31, 2000                                                  1,114,085        954,763

- ------------------------------------------------------------------------------------------------------------
                                                                                $1,737,646     $1,392,047
============================================================================================================






                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                                  Statements of Changes in Net Assets

                                                     Year ended December 31, 1999





                                                                          Aggressive         Asset
                                                                       Growth Division    Allocation       Balanced
                                                          Combined                         Division        Division

                                                          --------------------------------------------------------------
                                                          --------------------------------------------------------------
                                                                                              
Net assets at January 1, 1999                             $121,091,275    $14,244,041       $1,592,829    $  9,879,189

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                             11,004,277      1,823,384          272,755         785,732
   Net realized gains (losses) on investments                  646,392         88,148           18,368          77,332
   Change in net unrealized appreciation or
        depreciation of investments                         11,074,319      6,010,958          136,643        (695,498)
                                                          --------------------------------------------------------------
                                                          --------------------------------------------------------------
Net increase (decrease) in net assets
   resulting from operations                                22,724,988      7,922,490          427,766         167,566

Policy related transactions:
   Net premium payments, less sales charges
        and applicable premium taxes                       152,891,171     16,297,188        1,835,680       6,113,533
   Contract terminations and surrenders                     (5,315,548)      (453,060)         (41,872)       (449,646)
   Death benefit payments                                      (63,672)        (7,313)          (2,944)         (4,689)
   Policy loan transfers                                    (2,471,181)      (393,765)         (64,353)       (147,452)
   Transfers to other contracts                            (54,484,314)    (1,675,940)        (337,090)     (2,132,506)
   Cost of insurance and administration charges            (18,231,821)    (2,653,004)        (260,250)     (1,020,029)
   Surrender charges                                        (1,389,441)      (187,217)         (17,303)       (108,687)
                                                          --------------------------------------------------------------
                                                          --------------------------------------------------------------
Increase (decrease) in net assets
        from policy related transactions                    70,935,194     10,926,889        1,111,868       2,250,524
                                                          --------------------------------------------------------------
                                                          --------------------------------------------------------------
Total increase (decrease)                                   93,660,182     18,849,379        1,539,634       2,418,090
                                                          --------------------------------------------------------------
                                                          --------------------------------------------------------------
Net assets at December 31, 1999                           $214,751,457    $33,093,420       $3,132,463     $12,297,279
                                                          ==============================================================

See accompanying notes.







                                                                                                Capital         Fidelity
                                                                                  Bond           Value         Contrafund
                                                                                Division        Division        Division
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Net assets at January 1, 1999                                                   $3,953,245     $22,971,942     $  8,023,001

Increase (decrease) in net assets
 Operations:
Net investment income (loss)                                                       375,718       3,524,581          261,596
Net realized gains (losses) on investments                                          (8,182)        207,213           36,522
Change in net unrealized appreciation or depreciation of investments              (552,153)     (5,167,258)       3,000,192
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   (184,617)     (1,435,464)       3,298,310

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                             5,045,651      14,665,546       13,567,422
Death benefit payments                                                            (341,883)       (779,500)        (229,535)
Policy loan transfers                                                               (1,456)        (16,643)          (4,835)
Transfers to other contracts                                                        69,090        (159,843)        (182,637)
Cost of insurance and administration charges                                    (1,149,010)     (4,080,476)      (1,002,866)
Surrender charges                                                                 (691,942)     (2,533,293)      (1,690,923)
Increase (decrease) in net assets from policy related transactions                 (51,343)       (178,805)         (94,851)
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Total increase (decrease)                                                        2,879,107       6,916,986       10,361,775
- ------------------------------------------------------------------------------------------------------------------------------
Net assets at December 31, 1999                                                  2,694,490       5,481,522       13,660,085
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                $6,647,735     $28,453,464      $21,683,086
==============================================================================================================================









                                                                                 Fidelity Equity    Fidelity High
                                                                                 Income Division   Income Division

- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
                                                                                                
Net assets at January 1, 1999                                                       $4,905,541        $1,064,791

Increase (decrease) in net assets
 Operations:
Net investment income (loss)                                                           195,432            99,044
Net realized gains (losses) on investments                                              26,811           (18,366)
Change in net unrealized appreciation or depreciation of investments                    51,551             9,792
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                        273,794            90,470

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                                 6,456,166         1,004,457
Death benefit payments                                                                (156,447)          (70,361)
Policy loan transfers                                                                     (221)              (36)
Transfers to other contracts                                                          (174,979)            8,724
Cost of insurance and administration charges                                          (976,597)         (360,193)
Surrender charges                                                                     (889,111)         (148,114)
Increase (decrease) in net assets from policy related transactions                     (64,648)          (29,075)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Total increase (decrease)                                                            4,194,163           405,402
- --------------------------------------------------------------------------------------------------------------------
Net assets at December 31, 1999                                                      4,467,957           495,872
- --------------------------------------------------------------------------------------------------------------------
                                                                                    $9,373,498        $1,560,663
====================================================================================================================











                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                            Statements of Changes in Net Assets (continued)

                                                     Year ended December 31, 1999




                                                          Government

                                                          Securities    Growth Division    High Yield     International
                                                           Division                         Division        Division

                                                          ---------------------------------------------------------------
                                                          ---------------------------------------------------------------


                                                                                               
Net assets at January 1, 1999                              $3,266,712     $  4,760,835       $2,269,099    $  7,800,249

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                               152,211           22,074          140,548       1,429,623
   Net realized gains (losses) on investments                 (23,023)          35,999          (83,063)         34,900
   Change in net unrealized appreciation or
        depreciation of investments                          (179,101)       1,136,770          (35,529)        942,834
                                                          ---------------------------------------------------------------
                                                          ---------------------------------------------------------------
Net increase (decrease) in net assets
        resulting from operations                             (49,913)       1,194,843           21,956       2,407,357

Policy related transactions:
   Net premium payments, less sales charges and
        applicable premium taxes                            2,370,343        7,116,531          435,443       6,417,856

   Contract terminations and surrenders                       (11,368)        (174,656)         (706,562)       (171,017)
   Death benefit payments                                         (90)             (80)           (1,481)           (403)
   Policy loan transfers                                        3,547         (137,542)          (19,235)       (167,118)
   Transfers to other contracts                            (2,222,249)        (933,539)         (136,183)     (1,986,291)
   Cost of insurance and administration charges              (234,781)      (1,015,792)         (128,426)     (1,038,531)
   Surrender charges                                           (4,698)         (72,173)          (45,542)        (70,669)

                                                          ---------------------------------------------------------------
                                                          ---------------------------------------------------------------
Increase (decrease) in net assets from
        policy related transactions                           (99,296)       4,782,749          (601,986)      2,983,827

                                                          ---------------------------------------------------------------
                                                          ---------------------------------------------------------------
Total increase (decrease)                                    (149,209)       5,977,592         (580,030)      5,391,184

                                                          ---------------------------------------------------------------
                                                          ---------------------------------------------------------------
Net assets at December 31, 1999                            $3,117,503      $10,738,427         $1,689,069     $13,191,433

                                                          ===============================================================
                                                          ---------------------------------------------------------------

                                                          ===============================================================
(1)   Commenced operations May 1, 1999.

See accompanying notes.






                                                                               International     LargeCap
                                                                                 SmallCap      Stock Index     MicroCap
                                                                                 Division      Division (1)    Division
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------


                                                                                                       
Net assets at January 1, 1999                                                   $   316,190   $        -         $149,378

Increase (decrease) in net assets
  Operations:
Net investment income (loss)                                                         71,624         47,864        (2,008)
Net realized gains (losses) on investments                                           29,313            377           539
Change in net unrealized appreciation or depreciation of investments                570,819        321,029        (4,874)
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                     671,756        369,270        (6,343)

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                              1,229,935      6,494,864       368,670
Death benefit payments                                                              (11,949)       (13,946)       (1,103)
Policy loan transfers                                                                     -              -             -
Transfers to other contracts                                                        (97,474)         5,779        (6,935)
Cost of insurance and administration charges                                        (49,357)       (44,128)       (8,950)
Surrender charges                                                                   (93,687)      (101,362)      (41,522)
Increase (decrease) in net assets from policy related transactions                   (4,937)        (5,763)         (456)
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Total increase (decrease)                                                           972,531      6,335,444       309,704
- ---------------------------------------------------------------------------------------------------------------------------
Net assets at December 31, 1999                                                   1,644,287      6,704,714       303,361
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                 $1,960,477     $6,704,714      $452,739
===========================================================================================================================






                                                                                              MidCap Growth
                                                                              MidCap Division    Division

- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------


                                                                                            
Net assets at January 1, 1999                                                     $25,463,610     $315,903

Increase (decrease) in net assets
  Operations:
Net investment income (loss)                                                       1,177,776       (3,512)
Net realized gains (losses) on investments                                           142,810        9,001
Change in net unrealized appreciation or depreciation of investments               2,019,372       82,583
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                    3,339,958       88,072

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                              11,141,276      878,861
Death benefit payments                                                            (1,108,369)     (10,284)
Policy loan transfers                                                                (23,450)           -
Transfers to other contracts                                                        (579,695)      (5,191)
Cost of insurance and administration charges                                      (4,628,585)    (195,196)
Surrender charges                                                                 (2,628,217)     (89,869)
Increase (decrease) in net assets from policy related transactions                  (209,365)      (4,250)
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Total increase (decrease)                                                          1,963,595      574,071
- -------------------------------------------------------------------------------------------------------------
Net assets at December 31, 1999                                                    5,303,553      662,143
- -------------------------------------------------------------------------------------------------------------
                                                                                 $30,767,163     $978,046
=============================================================================================================







                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                            Statements of Changes in Net Assets (continued)

                                                     Year ended December 31, 1999





                                                       Money Market     Putnam Global       Putnam Vista       Putnam Voyager
                                                         Division      Asset Allocation       Division            Division
                                                                           Division
                                                      --------------------------------------------------------------------------
                                                      --------------------------------------------------------------------------
                                                                                                    
Net assets at January 1, 1999                          $  8,335,116        $  75,231           $123,051         $   899,548

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                             313,868           10,746             59,899             135,809
   Net realized gains (losses) on investments                     -            4,668              5,780              16,417
   Change in net unrealized appreciation or
        depreciation of investments                               -           23,177            181,556           2,300,449
                                                      --------------------------------------------------------------------------
                                                      --------------------------------------------------------------------------
Net increase (decrease) in net assets
        resulting from operations                           313,868           38,591            247,235           2,452,675

Policy related transactions:
   Net premium payments, less sales charges
        and applicable premium taxes                      40,630,667          441,210           628,024           6,453,995
   Contract terminations and surrenders                    (526,416)          (2,330)            (6,403)            (30,704)
   Death benefit payments                                       (31)               -                  -                   -
   Policy loan transfers                                   (280,402)            (601)            (5,925)            (47,124)
   Transfers to other contracts                         (31,813,986)         (85,053)           (32,861)           (354,009)
   Cost of insurance and administration charges          (1,987,469)         (43,615)           (55,310)           (619,356)
   Surrender charges                                       (215,867)            (963)            (2,646)            (12,688)
                                                      --------------------------------------------------------------------------
                                                      --------------------------------------------------------------------------
Increase (decrease) in net assets from policy
        related transactions                              5,806,496          308,648            524,879           5,390,114
                                                      --------------------------------------------------------------------------
                                                      --------------------------------------------------------------------------
Total increase (decrease)                                 6,120,364          347,239            772,114           7,842,789
                                                      --------------------------------------------------------------------------
                                                      --------------------------------------------------------------------------
Net assets at December 31, 1999                         $14,455,480         $422,470           $895,165          $8,742,337
                                                      ==========================================================================


See accompanying notes.






                                                                                                                SmallCap
                                                                               Real Estate      SmallCap         Growth
                                                                                 Division       Division        Division
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------


                                                                                                      
Net assets at January 1, 1999                                                     $31,709      $   250,636     $   209,695

Increase (decrease) in net assets
Operations:
Net investment income (loss)                                                        3,193           83,640          13,915
Net realized gains (losses) on investments                                           (785)          10,826          30,664
Change in net unrealized appreciation or depreciation of investments               (5,017)         145,118         705,827
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                    (2,609)         239,584         750,406

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                               62,476          782,251       1,479,309
Death benefit payments                                                               (586)          (2,802)         (7,272)
Policy loan transfers                                                                   -                -               -
Transfers to other contracts                                                          (75)          17,498         (95,917)
Cost of insurance and administration charges                                       (6,771)        (121,595)        (79,325)
Surrender charges                                                                 (10,279)         (65,306)        (92,641)
Increase (decrease) in net assets from policy related transactions                   (242)          (1,158)         (3,005)

- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total increase (decrease)                                                          44,523          608,888       1,201,149

- -----------------------------------------------------------------------------------------------------------------------------

Net assets at December 31, 1999                                                    41,914          848,472       1,951,555

- -----------------------------------------------------------------------------------------------------------------------------
                                                                                  $73,623       $1,099,108      $2,161,250
=============================================================================================================================







                                                                                SmallCap
                                                                                  Value        Utilities
                                                                                Division        Division
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------


                                                                                         
Net assets at January 1, 1999                                                    $144,138      $  45,596

Increase (decrease) in net assets
Operations:
Net investment income (loss)                                                          771          7,994
Net realized gains (losses) on investments                                          2,968          1,155
Change in net unrealized appreciation or depreciation of investments               78,477         (3,398)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                    82,216          5,751

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes
Contract terminations and surrenders                                              496,663        477,154
Death benefit payments                                                             (6,635)          (842)
Policy loan transfers                                                                   -              -
Transfers to other contracts                                                         (518)        (9,038)
Cost of insurance and administration charges                                      (36,013)       (35,545)
Surrender charges                                                                 (53,548)       (45,444)
Increase (decrease) in net assets from policy related transactions                 (2,742)          (348)

- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------

Total increase (decrease)                                                         397,207        385,937

- ------------------------------------------------------------------------------------------------------------

Net assets at December 31, 1999                                                   479,423        391,688

- ------------------------------------------------------------------------------------------------------------
                                                                                 $623,561       $437,284
============================================================================================================











                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                            Statements of Changes in Net Assets (continued)

                                                     Year ended December 31, 1998



                                                                               Aggressive       Asset
                                                                                 Growth       Allocation      Balanced
                                                                Combined        Division       Division       Division

                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------


                                                                                                  
Net assets at January 1, 1998                                $  57,094,676    $  3,915,455    $   561,781     $5,707,028

Increase (decrease) in net assets
Operations:

   Net investment income (loss)                                  4,736,458         527,171         67,483        513,365
   Net realized gains (losses) on investments                    1,677,430          11,214         (1,770)       161,523
   Change in net unrealized appreciation or
        depreciation of investments                              1,393,781         947,122         10,057        118,060
                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------
Net increase (decrease) in net assets
        resulting from operations                                7,807,669       1,485,507         75,770        792,948

Policy related transactions:

   Net premium payments, less sales charges
         and applicable premium taxes                          120,735,689      11,625,624      1,591,693      7,040,409
   Contract terminations and surrenders                         (9,524,969)       (103,562)        (4,085)    (1,368,274)
   Death benefit payments                                          (30,033)         (2,799)             -           (517)
   Policy loan transfers                                        (1,569,958)       (179,094)       (10,991)      (244,822)
   Transfers to other contracts                                (42,264,927)     (1,075,297)      (480,701)    (1,287,295)
   Cost of insurance and administration charges                (10,698,734)     (1,364,250)      (138,368)      (718,018)
   Surrender charges                                              (458,138)        (57,543)        (2,270)       (42,270)
                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------
Increase in net assets from policy
        related transactions                                    56,188,930       8,843,079        955,278      3,379,213
                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------
Total increase                                                  63,996,599      10,328,586      1,031,048      4,172,161
                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------
Net assets at December 31, 1998                               $121,091,275     $14,244,041     $1,592,829     $9,879,189
                                                            ===============================================================

See accompanying notes.








                                                                                                Capital        Fidelity
                                                                                  Bond           Value        Contrafund
                                                                                Division       Division        Division
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------


                                                                                                      
Net assets at January 1, 1998                                                   $2,270,847    $11,822,941      $2,089,509

Increase (decrease) in net assets
 Operations:
Net investment income (loss)                                                       178,007      1,009,903         110,801
Net realized gains (losses) on investments                                          33,503        281,655          12,594
Change in net unrealized appreciation or depreciation of investments               (19,726)       461,090       1,240,221
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                    191,784      1,752,648       1,363,616

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes            3,302,871     16,284,235       6,142,338
Contract terminations and surrenders                                              (302,397)    (2,480,693)        (74,844)
Death benefit payments                                                              (1,856)        (6,646)           (402)
Policy loan transfers                                                              (81,085)      (170,516)       (145,298)
Transfers to other contracts                                                    (1,034,053)    (2,543,349)       (678,221)
Cost of insurance and administration charges                                      (377,536)    (1,611,497)       (632,111)
Surrender charges                                                                  (15,330)       (75,181)        (41,586)
- -----------------------------------------------------------------------------------------------------------------------------
Increase in net assets from policy related transactions                          1,490,614      9,396,353       4,569,876
- -----------------------------------------------------------------------------------------------------------------------------
Total increase                                                                   1,682,398     11,149,001       5,933,492
- -----------------------------------------------------------------------------------------------------------------------------
Net assets at December 31, 1998                                                 $3,953,245    $22,971,942      $8,023,001
=============================================================================================================================









                                                                                Fidelity Equity     Fidelity High
                                                                                Income Division        Income
                                                                                                      Division
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------


                                                                                               
Net assets at January 1, 1998                                                      $1,018,314        $   329,510

Increase (decrease) in net assets
 Operations:
Net investment income (loss)                                                           58,725             43,700
Net realized gains (losses) on investments                                              5,628            (11,177)
Change in net unrealized appreciation or depreciation of investments                  219,300            (81,364)

- ---------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in net assets resulting from operations                       283,653            (48,841)

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes               4,698,442          1,259,486
Contract terminations and surrenders                                                  (17,461)            (4,697)
Death benefit payments                                                                 (3,431)            (1,170)
Policy loan transfers                                                                 (69,698)           (53,013)
Transfers to other contracts                                                         (572,136)          (318,315)
Cost of insurance and administration charges                                         (422,440)           (95,559)
Surrender charges                                                                      (9,702)            (2,610)

- ---------------------------------------------------------------------------------------------------------------------

Increase in net assets from policy related transactions                             3,603,574            784,122

- ---------------------------------------------------------------------------------------------------------------------

Total increase                                                                      3,887,227            735,281

- ---------------------------------------------------------------------------------------------------------------------

Net assets at December 31, 1998                                                    $4,905,541         $1,064,791

=====================================================================================================================









                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                            Statements of Changes in Net Assets (continued)

                                                     Year ended December 31, 1998





                                                            Government                        High
                                                            Securities        Growth     Yield Division  International
                                                             Division        Division                       Division

                                                         ----------------------------------------------------------------
                                                         ----------------------------------------------------------------


                                                                                              
Net assets at January 1, 1998                              $   104,221     $   921,533     $2,092,182     $2,716,270


Increase (decrease) in net assets
Operations:

   Net investment income (loss)                                 97,510          69,385        185,849        308,919
   Net realized gains (losses) on investments                    1,370           8,386         (1,713)         5,582
   Change in net unrealized appreciation or
        depreciation of investments                             (6,358)        437,013       (222,572)        (8,068)

                                                         ----------------------------------------------------------------
                                                         ----------------------------------------------------------------
Net increase (decrease) in net assets
        resulting from operations                               92,522         514,784        (38,436)       306,433

Policy related transactions:
   Net premium payments, less sales charges and
        applicable premium taxes                             3,283,931       4,050,726        654,374      6,275,718
   Contract terminations and surrenders                         (1,547)        (24,252)      (223,218)       (52,096)
   Death benefit payments                                            -               -              -         (2,388)
   Policy loan transfers                                        (9,130)        (33,585)        (2,756)       (93,812)
   Transfers to other contracts                                (93,010)       (235,746)       (82,650)      (623,489)
   Cost of insurance and administration charges               (109,416)       (419,150)      (126,865)      (697,441)
   Surrender charges                                              (859)        (13,475)        (3,532)       (28,946)
                                                         ----------------------------------------------------------------
                                                         ----------------------------------------------------------------
Increase in net assets from policy
        related transactions                                 3,069,969       3,324,518        215,353      4,777,546
                                                         ----------------------------------------------------------------
                                                         ----------------------------------------------------------------
Total increase                                               3,162,491       3,839,302        176,917      5,083,979
                                                         ----------------------------------------------------------------
                                                         ----------------------------------------------------------------
Net assets at December 31, 1998                            $ 3,266,712     $ 4,760,835     $2,269,099     $7,800,249
                                                         ================================================================
(1)   Commenced operations May 1, 1998.

See accompanying notes.






                                                                               International
                                                                                 SmallCap         MicroCap         MidCap
                                                                               Division (1)     Division (1)      Division
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------


                                                                                                       
Net assets at January 1, 1998                                                 $           -   $           -      $19,216,629

Increase (decrease) in net assets
 Operations:
Net investment income (loss)                                                           119              294        1,344,070
Net realized gains (losses) on investments                                            (148)            (681)       1,170,701
Change in net unrealized appreciation or depreciation of investments                15,012            1,093       (1,927,129)

- ------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in net assets resulting from operations                     14,983              706          587,642

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes              334,028          158,559       15,747,739
Contract terminations and surrenders                                                  (509)               -       (4,608,554)
Death benefit payments                                                                   -                -           (9,498)
Policy loan transfers                                                                    -           (2,410)        (462,004)
Transfers to other contracts                                                       (18,167)          (2,484)      (2,445,385)
Cost of insurance and administration charges                                       (13,862)          (4,993)      (2,424,710)
Surrender charges                                                                     (283)               -         (138,249)

- ------------------------------------------------------------------------------------------------------------------------------

Increase in net assets from policy related transactions                            301,207          148,672        5,659,339

- ------------------------------------------------------------------------------------------------------------------------------

Total increase                                                                     316,190          149,378        6,246,981

- ------------------------------------------------------------------------------------------------------------------------------

Net assets at December 31, 1998                                                   $316,190         $149,378      $25,463,610

==============================================================================================================================






                                                                           MidCap Growth    Money Market
                                                                            Division (1)      Division

- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------


                                                                                      
Net assets at January 1, 1998                                             $           -     $  4,328,456

Increase (decrease) in net assets
 Operations:
Net investment income (loss)                                                       (637)         222,792
Net realized gains (losses) on investments                                          249                -
Change in net unrealized appreciation or depreciation of investments             28,009                -

- ----------------------------------------------------------------------------------------------------------

Net increase (decrease) in net assets resulting from operations                  27,621          222,792

Policy related transactions:
Net premium payments, less sales charges and applicable premium taxes           306,597       36,243,366
Contract terminations and surrenders                                                (24)        (258,565)
Death benefit payments                                                                -           (1,326)
Policy loan transfers                                                                 -           (8,878)
Transfers to other contracts                                                     (4,378)     (30,709,128)
Cost of insurance and administration charges                                    (13,899)      (1,455,420)
Surrender charges                                                                   (14)         (26,181)

- ----------------------------------------------------------------------------------------------------------

Increase in net assets from policy related transactions                         288,282        3,783,868

- ----------------------------------------------------------------------------------------------------------

Total increase                                                                  315,903        4,006,660

- ----------------------------------------------------------------------------------------------------------

Net assets at December 31, 1998                                                $315,903     $  8,335,116

==========================================================================================================








                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                            Statements of Changes in Net Assets (continued)

                                                     Year ended December 31, 1998





                                                               Putnam Global    Putnam Vista      Putnam
                                                             Asset Allocation   Division (1)     Voyager      Real Estate
                                                               Division (1)                    Division (1)  Division (1)

                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------


                                                                                                   
Net assets at January 1, 1998                                  $         -      $           -   $           -  $       -


Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                       (120)           (174)       (1,414)           811
   Net realized gains (losses) on investments                          140             252            45            (64)
   Change in net unrealized appreciation or
        depreciation of investments                                  4,313          20,737       105,601           (320)
                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------
Net increase (decrease) in net assets
        resulting from operations                                    4,333          20,815       104,232            427

Policy related transactions:
   Net premium payments, less sales charges
        and applicable premium taxes                                 76,196         114,287       868,001         33,346
   Contract terminations and surrenders                                  -               -           (93)           (23)
   Death benefit payments                                                -               -             -              -
   Policy loan transfers                                                 -               -        (2,429)             -
   Transfers to other contracts                                     (1,426)         (7,306)      (32,669)          (406)
   Cost of insurance and administration charges                     (3,872)         (4,745)      (37,442)        (1,622)
   Surrender charges                                                     -               -           (52)           (13)

                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------

Increase in net assets from policy
        related transactions                                        70,898         102,236        795,316         31,282

                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------

Total increase                                                      75,231         123,051       899,548         31,709

                                                            ---------------------------------------------------------------
                                                            ---------------------------------------------------------------

Net assets at December 31, 1998                                    $75,231        $123,051       $899,548        $31,709
                                                            ===============================================================
(1)   Commenced operations May 1, 1998.



See accompanying notes.







                                                                       SmallCap Growth
                                                         SmallCap       Division (1)      SmallCap Value       Utilities
                                                       Division (1)                        Division (1)       Division (1)
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------


                                                                                                      
Net assets at January 1, 1998                             $           -    $           -      $           -        $         -

Increase (decrease) in net assets
  Operations:
Net investment income (loss)                                  (533)            (385)               257                560
Net realized gains (losses) on investments                     (75)             (20)              (136)               372
Change in net unrealized appreciation
        or depreciation of investments                      11,967           31,970              5,416              2,337

- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in net assets
        resulting from operations                           11,359           31,565              5,537              3,269

Policy related transactions:
Net premium payments, less sales charges and
        applicable premium taxes
Contract terminations and surrenders                       251,162          193,803            145,362             53,396
Death benefit payments                                         (25)             (22)               (28)                 -
Policy loan transfers                                            -                -                  -                  -
Transfers to other contracts                                  (241)               -                  -               (196)
Cost of insurance and administration charges                (3,354)          (6,641)              (828)            (8,493)
Surrender charges                                           (8,251)          (8,998)            (5,889)            (2,380)
Increase in net assets from policy
        related transactions                                   (14)             (12)               (16)                 -
                                                           239,277          178,130            138,601             42,327
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total increase                                             250,636          209,695            144,138             45,596

- -----------------------------------------------------------------------------------------------------------------------------

Net assets at December 31, 1998                           $250,636         $209,695           $144,138            $45,596

- -----------------------------------------------------------------------------------------------------------------------------

=============================================================================================================================







                              Principal Life Insurance Company
                               Variable Life Separate Account

                                Notes to Financial Statements

                                      December 31, 2000




1. Investment and Accounting Policies

Principal Life Insurance  Company  Variable Life Separate  Account (the Separate
Account) is a segregated  investment account of Principal Life Insurance Company
(Principal Life) and is registered under the Investment Company Act of 1940 as a
unit investment  trust,  with no stated  limitations on the number of authorized
units.  As directed by eligible  contractholders,  each division of the Separate
Account invests exclusively in shares representing  interests in a corresponding
investment  option. As of December 31, 2000,  contractholder  investment options
include the following diversified open-end management investment companies:



                                                       
   Principal Variable Contracts Fund, Inc. (3):            Principal Variable Contracts Fund, Inc. (3)
     Aggressive Growth Account                             (continued):
     Asset Allocation Account                                 Real Estate Account (1)
     Balanced Account                                         Small Cap Account (1)
     Bond Account                                             Small Cap Growth Account (1)
     Capital Value Account                                    Small Cap Value Account (1)
     Government Securities Account                            Utilities Account (1)
     Growth Account                                        Fidelity Variable Insurance Products Fund:
     High Yield Account                                       Equity Income Portfolio
     International Account                                    High Income Portfolio
     International SmallCap Account (1) LargeCap Stock     Fidelity Variable Insurance Products Fund II -
     Index Account (2)                                       Contrafund Portfolio
     MicroCap Account (1)                                  Putnam Variable Trust:
     MidCap Account                                           Global Asset Allocation Fund (1)
     MidCap Growth Account (1)                                Vista Fund (1)
     Money Market Account                                     Voyager Fund (1)

<FN>
   (1) Additional investment option available to contractholders as of May 1, 1998.
   (2) Additional investment option available to contractholders as of May 1, 1999.
   (3) Organized by Principal Life Insurance Company.
</FN>


Investments are stated at the closing net asset values per share on December 31,
2000. The average cost method is used to determine  realized gains and losses on
investments.  Dividends  are taken  into  income on an  accrual  basis as of the
ex-dividend date.

The Separate Account supports the following variable life insurance contracts of
Principal  Life:  Flex Variable  Life  Contracts,  PrinFlex  Life  Contracts and
Survivorship Variable Universal Life Insurance Contracts.





                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)




1. Investment and Accounting Policies (continued)

Use of Estimates in the Preparation of Financial Statements

The preparation of the Separate Account's financial  statements and accompanying
notes  requires  management to make  estimates and  assumptions  that affect the
amounts reported and disclosed.  These estimates and assumptions could change in
the future as more  information  becomes  known,  which could impact the amounts
reported and disclosed in the financial statements and accompanying notes.


2. Expenses and Policy Charges

Principal Life is compensated for the following expenses and charges:

   Flex  Variable  Life  Contracts -  Mortality  and  expense  risks  assumed by
   Principal Life are compensated  for by a charge  equivalent to an annual rate
   of .75% of the asset value of each policy. An annual administration charge of
   $57 for each  policy and a cost of  insurance  charge,  which is based on the
   Company's expected future mortality  experience,  is deducted as compensation
   for administrative and insurance  expenses,  respectively.  The mortality and
   expense  risk,  annual  administration,  and  insurance  charges  amounted to
   $214,797,  $155,185,  and  $1,828,386,   respectively,   in  2000;  $214,984,
   $174,324, and $1,994,681,  respectively, in 1999; and $227,302, $210,067, and
   $2,225,739, respectively, in 1998. A sales charge of 5.0% and a tax charge of
   2.0% is deducted  from each payment made on behalf of each  participant.  The
   sales and tax charge is deducted from the payments by Principal Life prior to
   their transfer to the Separate Account. In addition, a surrender charge up to
   a maximum of 25% of the minimum  first year premium may be imposed upon total
   surrender or termination of a policy for insufficient value.

   PrinFlex  Life  Contracts - Mortality  and expense risks assumed by Principal
   Life are compensated for by a charge  equivalent to an annual rate of .90% of
   the asset value of each policy. A monthly  administration  charge of $.40 for
   each $1,000 of policy face  amount  will be deducted  from  policies in their
   first year. After the first policy year, the monthly administration charge is
   $6.00 per month. A cost of insurance charge,  which is based on the Company's
   expected future  mortality  experience,  is also deducted as compensation for
   insurance  charges.  The  mortality  and expense  risk,  administration,  and
   insurance  charges  amounted  to  $2,074,990,  $2,378,313,  and  $21,498,565,
   respectively, in 2000; $1,148,956, $1,744,117 and $14,262,467,  respectively,
   in 1999;  and $509,501,  $995,778 and  $7,267,150,  respectively,  in 1998. A
   sales  charge of 2.75% of premiums  less than or equal to target  premium and
   .75% of premiums in excess of target is deducted  from each payment on behalf
   of each participant. A tax charge of 2.2% for state and local taxes and 1.25%
   for  federal  taxes is also  deducted  from  each  payment  on behalf of each
   participant.  The sales and tax  charge is  deducted  from  contributions  by
   Principal Life prior to their transfer to the Separate Account.






                                  Principal Life Insurance Company
                                   Variable Life Separate Account

                              Notes to Financial Statements (continued)




2. Expenses and Policy Charges (continued)

   Survivorship  Variable Universal Life Insurance Contracts (beginning in 1999)
   - Mortality and expenses risk assumed by Principal Life are  compensated  for
   by a charge  equivalent  to an annual rate of .80% of the asset value of each
   policy.  A monthly  administration  charge of $8.00.  An  additional  monthly
   administration charge in the first ten years (and ten years after an increase
   in the face amount) of $.07 per $1,000 of face amount.  The charge of $.07 is
   increased by $.005 per $1,000 for each insurer  classified as smoker.  A cost
   of  insurance  charge,  which  is  based  on the  Company's  expected  future
   mortality experience, is also deducted as compensation for insurance charges.
   The mortality expense risk,  administration and insurance charges amounted to
   $58,307,  $357,210 and $313,385,  respectively,  in 2000; and $3,970, $30,083
   and $26,149,  respectively,  in 1999. A sales charge of 5.0% of premiums less
   than or equal to target  premium  and 2.0% of premiums in excess of target is
   deducted  from each  payment on behalf of each  participant.  A tax charge of
   2.2% for state and local taxes and 1.25% for federal  taxes is deducted  from
   each  payment  on  behalf  of each  participant.  The sale and tax  charge is
   deducted from  contributions by Principal Life prior to their transfer to the
   Separate Account.


3. Federal Income Taxes

The operations of the Separate Account are a part of the operations of Principal
Life. Under current practice, no federal income taxes are allocated by Principal
Life to the operations of the Separate Account.






                                 Principal Life Insurance Company
                                  Variable Life Separate Account

                             Notes to Financial Statements (continued)




4. Purchases and Sales of Investments

The aggregate units and cost of purchases and proceeds from sales of investments
were as follows:



                                                                 Year ended December 31, 2000
                                               ------------------------------------------------------------------
                                                  Units          Amount       Units Redeemed    Amount Redeemed
                                                Purchased       Purchased
                                               ------------- ---------------- ---------------- ------------------
                                                                                      
   Aggressive Growth Division:
     PrinFlex Life                                1,361,577    $  29,544,860         501,754      $  10,504,335
     Survivorship Variable Universal Life           112,002        1,432,981           7,441             91,061
                                               ------------- ---------------- ---------------- ------------------
                                                  1,473,579       30,977,841         509,195         10,595,396
   Asset Allocation Division:
     PrinFlex Life                                  191,654        3,457,210          58,310            903,442
     Survivorship Variable Universal Life            29,144          373,560           1,695             19,473
                                               ------------- ---------------- ---------------- ------------------
                                                    220,798        3,830,770          60,005            922,915
   Balanced Division:
     Flex Variable Life                              22,620          677,443          29,829            923,959
     PrinFlex Life                                  264,429        3,484,623         281,698          3,711,150
     Survivorship Variable Universal Life            15,115          151,031           1,252             12,484
                                               ------------- ---------------- ---------------- ------------------
                                                    302,164        4,313,097         312,779          4,647,593
   Bond Division:
     Flex Variable Life                              31,163          724,247          43,557          1,023,319
     PrinFlex Life                                  327,188        3,830,313         160,197          1,867,395
     Survivorship Variable Universal Life            13,731          141,317           1,432             14,814
                                               ------------- ---------------- ---------------- ------------------
                                                    372,082        4,695,877         205,186          2,905,528
   Capital Value Division:
     Flex Variable Life                              41,792        1,619,557          65,294          2,329,954
     PrinFlex Life                                  772,832       10,529,652         752,345          9,893,072
     Survivorship Variable Universal Life            14,484          131,736           3,713             32,796
                                               ------------- ---------------- ---------------- ------------------
                                                    829,108       12,280,945         821,352         12,255,822
   Fidelity Contrafund Division:
     PrinFlex Life                                1,144,457       25,062,489         374,650          7,177,695
     Survivorship Variable Universal Life           111,833        1,295,489          10,478            115,605
                                               ------------- ---------------- ---------------- ------------------
                                                  1,256,290       26,357,978         385,128          7,293,300
   Fidelity Equity Income Division:
     PrinFlex Life                                  458,716        7,372,731         269,431          3,860,824
     Survivorship Variable Universal Life            46,772          468,092           6,219             60,267
                                               ------------- ---------------- ---------------- ------------------
                                                    505,488        7,840,823         275,650          3,921,091
   Fidelity High Income Division:
     PrinFlex Life                                  124,178        1,479,968          63,941            709,140
     Survivorship Variable Universal Life             7,470           68,333             422              3,693
                                               ------------- ---------------- ---------------- ------------------
                                               ------------- ---------------- ---------------- ------------------
                                                    131,648        1,548,301          64,363            712,833
   Government Securities Division:
     PrinFlex Life                                  148,727        1,835,007         160,947          1,920,835
     Survivorship Variable Universal Life             9,169           97,850           1,998             21,442
                                               ------------- ---------------- ---------------- ------------------
                                                    157,896        1,932,857         162,945          1,942,277









                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                               Notes to Financial Statements (continued)




4. Purchases and Sales of Investments (continued)

                                                                 Year ended December 31, 2000
                                               ------------------------------------------------------------------
                                                   Units          Amount      Units Redeemed    Amount Redeemed
                                                 Purchased      Purchased
                                               -------------- --------------- ---------------- ------------------
                                                                                     
   Growth Division:
     PrinFlex Life                                  523,375     $  11,902,192        228,808     $    3,950,876
     Survivorship Variable Universal Life            60,111           764,544          3,602             39,270
                                               -------------- --------------- ---------------- ------------------
                                                    583,486        12,666,736        232,410          3,990,146
   High Yield Division:
     Flex Variable Life                              14,246           461,032         13,471            296,636

   International Division:
     PrinFlex Life                                  656,461        10,449,899        304,424          4,500,740
     Survivorship Variable Universal Life            37,625           441,058          4,291             46,939
                                               -------------- --------------- ---------------- ------------------
                                                    694,086        10,890,957        308,715          4,547,679
   International SmallCap Division:
     PrinFlex Life                                  562,111        10,285,823        262,440          4,526,958
     Survivorship Variable Universal Life            41,607           648,394          1,523             21,783
                                               -------------- --------------- ---------------- ------------------
                                                    603,718        10,934,217        263,963          4,548,741
   LargeCap Stock Index Division:
     PrinFlex Life                                  665,489         7,155,049        109,385          1,169,012
     Survivorship Variable Universal Life            75,861           815,290          8,957             95,411
                                               -------------- --------------- ---------------- ------------------
                                                    741,350         7,970,339        118,342          1,264,423
   MicroCap Division:
     PrinFlex Life                                  126,312         1,138,965         85,693            771,450
     Survivorship Variable Universal Life            39,160           423,776            698              7,126
                                               -------------- --------------- ---------------- ------------------
                                                    165,472         1,562,741         86,391            778,576
   MidCap Division:
     Flex Variable Life                              70,463         5,935,807         70,319          3,474,506
     PrinFlex Life                                  547,143        12,178,928        405,940          6,007,625
     Survivorship Variable Universal Life             7,081            93,418            426              5,067
                                               -------------- --------------- ---------------- ------------------
                                                    624,687        18,208,153        476,685          9,487,198
   MidCap Growth Division:
     PrinFlex Life                                  150,366         1,949,202         42,392            487,256
     Survivorship Variable Universal Life             7,683            99,040            423              5,135
                                               -------------- --------------- ---------------- ------------------
                                                    158,049         2,048,242         42,815            492,391
   Money Market Division:
     Flex Variable Life                              38,771           700,970         48,920            850,363
     PrinFlex Life                                5,179,115        62,297,867      4,831,329         57,319,829
     Survivorship Variable Universal Life         1,028,494        10,903,620      1,133,955         11,932,129
                                               -------------- --------------- ---------------- ------------------
                                                  6,246,380        73,902,457      6,014,204         70,102,321
   Putnam Global Asset Allocation Division:
     PrinFlex Life                                   66,847           802,114         22,152            248,852
     Survivorship Variable Universal Life             7,668            88,592          2,529             27,137
                                               -------------- --------------- ---------------- ------------------
                                                     74,515           890,706         24,681            275,989











                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                               Notes to Financial Statements (continued)




4. Purchases and Sales of Investments (continued)

                                                                Year ended December 31, 2000
                                              ------------------------------------------------------------------
                                                  Units          Amount      Units Redeemed    Amount Redeemed
                                                Purchased      Purchased
                                              -------------- --------------- ---------------- ------------------
                                                                                   
Putnam Vista Division:
     PrinFlex Life                                 316,101    $    5,596,158         44,910    $       788,098
     Survivorship Variable Universal Life           20,759           322,587          4,233             69,463
                                              -------------- --------------- ---------------- ------------------
                                                   336,860         5,918,745         49,143            857,561
   Putnam Voyager Division:
     PrinFlex Life                                 969,010        17,883,580        243,104          4,095,212
     Survivorship Variable Universal Life          124,973         1,816,351          8,740            119,721
                                              -------------- --------------- ---------------- ------------------
                                                 1,093,983        19,699,931        251,844          4,214,933
   Real Estate Division:
     PrinFlex Life                                  80,043           900,907         25,478            276,672
     Survivorship Variable Universal Life           25,948           311,178          4,779             55,479
                                              -------------- --------------- ---------------- ------------------
                                              -------------- --------------- ---------------- ------------------
                                                   105,991         1,212,085         30,257            332,151
   SmallCap Division:
     PrinFlex Life                                 157,023         2,129,794         67,657            790,384
     Survivorship Variable Universal Life            8,321           114,731            500              5,956
                                              -------------- --------------- ---------------- ------------------
                                                   165,344         2,244,525         68,157            796,340
   SmallCap Growth Division:
     PrinFlex Life                                 418,484         9,305,031         78,202          1,631,110
     Survivorship Variable Universal Life           54,220           934,180          4,910             82,686
                                              -------------- --------------- ---------------- ------------------
                                                   472,704        10,239,211         83,112          1,713,796
   SmallCap Value Division:
     PrinFlex Life                                 197,188         2,393,515        125,832          1,460,089
     Survivorship Variable Universal Life            5,708            78,266          1,951             24,256
                                              -------------- --------------- ---------------- ------------------
                                                   202,896         2,471,781        127,783          1,484,345
   Utilities Division:
     PrinFlex Life                                 100,607         1,333,121         46,955            603,043
     Survivorship Variable Universal Life           11,059           121,182          1,210             13,343
                                              -------------- --------------- ---------------- ------------------
                                                   111,666         1,454,303         48,165            616,386
                                              -------------- --------------- ---------------- ------------------
                                                17,644,486      $276,554,650     11,036,741       $150,996,367
                                              ============== =============== ================ ==================








                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                               Notes to Financial Statements (continued)




4. Purchases and Sales of Investments (continued)

                                                                 Year ended December 31, 1999
                                               ------------------------------------------------------------------
                                                  Units          Amount       Units Redeemed    Amount Redeemed
                                                Purchased       Purchased
                                               ------------- ---------------- ---------------- ------------------
                                                                                      
   Aggressive Growth Division:
     PrinFlex Life                                  970,302   $  18,208,064        331,686        $  5,543,887
     Survivorship Variable Universal Life             7,867          94,528            732               8,432
                                               ------------- ---------------- ---------------- ------------------
                                                    978,169      18,302,592        332,418           5,552,319
   Asset Allocation Division:
     PrinFlex Life                                  126,145       1,964,356         55,304             741,949
     Survivorship Variable Universal Life            15,103         164,337            203               2,120
                                               ------------- ---------------- ---------------- ------------------
                                                    141,248       2,128,693         55,507             744,069
   Balanced Division:
     Flex Variable Life                              32,343       1,253,440         31,633             977,440
     PrinFlex Life                                  385,145       5,654,313        225,867           2,977,675
     Survivorship Variable Universal Life             8,197          85,151            155               1,532
                                               ------------- ---------------- ---------------- ------------------
                                                    425,685       6,992,904        257,655           3,956,647
   Bond Division:
     Flex Variable Life                              21,722         638,489         24,329             584,331
     PrinFlex Life                                  385,603       4,786,951        139,681           1,628,875
     Survivorship Variable Universal Life             4,133          43,317             72                 726
                                               ------------- ---------------- ---------------- ------------------
                                                    411,458       5,468,757        164,082           2,213,932
   Capital Value Division:
     Flex Variable Life                              58,379       3,417,091         44,706           1,759,412
     PrinFlex Life                                  865,446      14,950,191        424,784           6,209,297
     Survivorship Variable Universal Life             5,115          50,729            822               7,735
                                               ------------- ---------------- ---------------- ------------------
                                                    928,940      18,418,011        470,312           7,976,444
   Fidelity Contrafund Division:
     PrinFlex Life                                  784,899      13,802,563        194,124           3,317,646
     Survivorship Variable Universal Life            14,058         141,995            340               3,542
                                               ------------- ---------------- ---------------- ------------------
                                                    798,957      13,944,558        194,464           3,321,188
   Fidelity Equity Income Division:
     PrinFlex Life                                  442,641       6,654,870        161,414           2,328,152
     Survivorship Variable Universal Life             6,673          63,501             65                 624
                                               ------------- ---------------- ---------------- ------------------
                                                    449,314       6,718,371        161,479           2,328,776
   Fidelity High Income Division:
     PrinFlex Life                                   86,113       1,116,094         51,793             611,648

   Government Securities Division:
     PrinFlex Life                                  194,406       2,480,309        209,054           2,462,106
     Survivorship Variable Universal Life             6,834          71,341          3,590              36,630
                                               ------------- ---------------- ---------------- ------------------
                                                    201,240       2,551,650        212,644           2,498,736








                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                               Notes to Financial Statements (continued)




4. Purchases and Sales of Investments (continued)

                                                                 Year ended December 31, 1999
                                               ------------------------------------------------------------------
                                                  Units          Amount       Units Redeemed    Amount Redeemed
                                                Purchased       Purchased
                                               ------------- ---------------- ---------------- ------------------
                                                                                      
Growth Division:
     PrinFlex Life                                  454,302  $    7,156,190        154,162        $  2,398,898
     Survivorship Variable Universal Life             4,616          48,392             84                 860
                                               ------------- ---------------- ---------------- ------------------
                                                    458,918       7,204,582        154,246           2,399,758
   High Yield Division:
     Flex Variable Life                              20,298         591,968         48,184           1,053,406

   International Division:
     PrinFlex Life                                  492,014       7,894,576        272,765           3,522,604
     Survivorship Variable Universal Life             3,556          41,864             36                 386
                                               ------------- ---------------- ---------------- ------------------
                                                    495,570       7,936,440        272,801           3,522,990
   International SmallCap Division:
     PrinFlex Life                                   95,274       1,287,791         19,712             263,257
     Survivorship Variable Universal Life             1,484          19,838             17                 217
                                               ------------- ---------------- ---------------- ------------------
                                                     96,758       1,307,629         19,729             263,474
   LargeCap Stock Index Division:
     PrinFlex Life                                  621,329        6,531,558        17,000             174,277
     Survivorship Variable Universal Life             2,600           26,786            72                 759
                                               -------------- --------------- ---------------- ------------------
                                                    623,929        6,558,344        17,072             175,036
   MicroCap Division:
     PrinFlex Life                                   42,361         346,589          7,556              61,540
     Survivorship Variable Universal Life             2,583          22,694              5                  47
                                               ------------- ---------------- ---------------- ------------------
                                                     44,944         369,283          7,561              61,587
   MidCap Division:
     Flex Variable Life                              69,891       3,419,307         78,806           3,282,474
     PrinFlex Life                                  669,400       9,125,936        492,907           6,123,791
     Survivorship Variable Universal Life               232           2,437              4                  44
                                               ------------- ---------------- ---------------- ------------------
                                                    739,523      12,547,680        571,717           9,406,309
   MidCap Growth Division:
     PrinFlex Life                                   90,323         878,244         32,058             309,719
     Survivorship Variable Universal Life               236           2,184             15                 150
                                               ------------- ---------------- ---------------- ------------------
                                                     90,559         880,428         32,073             309,869
   Money Market Division:
     Flex Variable Life                              22,657         399,399          8,313             140,760
     PrinFlex Life                                3,259,754      37,186,165      2,946,933          33,194,646
     Survivorship Variable Universal Life           339,308       3,452,703        155,990           1,582,499
                                               ------------- ---------------- ---------------- ------------------
                                                  3,621,719      41,038,267      3,111,236          34,917,905
   Putnam Global Asset Allocation Division:
     PrinFlex Life                                   37,942         413,030         12,194             134,797
     Survivorship Variable Universal Life             3,901          41,312             14                 151
                                               ------------- ---------------- ---------------- ------------------
                                                     41,843         454,342         12,208             134,948









                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                               Notes to Financial Statements (continued)




4. Purchases and Sales of Investments (continued)

                                                                 Year ended December 31, 1999
                                               ------------------------------------------------------------------
                                                  Units          Amount       Units Redeemed    Amount Redeemed
                                                Purchased       Purchased
                                               ------------- ---------------- ---------------- ------------------
                                                                                     
   Putnam Vista Division:
     PrinFlex Life                                   52,210  $       681,239         8,751       $     106,029
     Survivorship Variable Universal Life               782           9,644              6                  76
                                               ------------- ---------------- ---------------- ------------------
                                                     52,992         690,883          8,757             106,105
   Putnam Voyager Division:
     PrinFlex Life                                  505,025       6,504,503         86,311           1,091,791
     Survivorship Variable Universal Life            10,457         114,740            124               1,528
                                               ------------- ---------------- ---------------- ------------------
                                                    515,482       6,619,243         86,435           1,093,319
   Real Estate Division:
     PrinFlex Life                                    6,892          65,261          2,042              18,329

   SmallCap Division:
     PrinFlex Life                                   82,373         858,971         19,001             178,081
     Survivorship Variable Universal Life               997          11,754             11                 117
                                               ------------- ---------------- ---------------- ------------------
                                                     83,370         870,725         19,012             178,198
   SmallCap Growth Division:
     PrinFlex Life                                  105,937       1,480,349         19,878             283,342
     Survivorship Variable Universal Life             1,414          18,203             10                 146
                                               ------------- ---------------- ---------------- ------------------
                                                    107,351       1,498,552         19,888             283,488
   SmallCap Value Division:
     PrinFlex Life                                   50,737         461,462         11,295             102,194
     Survivorship Variable Universal Life             3,695          38,793              8                  83
                                               ------------- ---------------- ---------------- ------------------
                                                     54,432         500,255         11,303             102,277
   Utilities Division:
     PrinFlex Life                                   39,617         471,468          7,891              93,083
     Survivorship Variable Universal Life             1,571          15,596              5                  50
                                               ------------- ---------------- ---------------- ------------------
                                                     41,188         487,064          7,896              93,133
                                               ------------- ---------------- ---------------- ------------------
                                                 11,516,892    $165,262,576      6,302,514         $83,323,890
                                               ============= ================ ================ ==================








                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                               Notes to Financial Statements (continued)




4. Purchases and Sales of Investments (continued)

                                                                 Year ended December 31, 1998
                                               ------------------------------------------------------------------
                                                  Units          Amount       Units Redeemed    Amount Redeemed
                                                Purchased       Purchased
                                               ------------- ---------------- ---------------- ------------------
                                                                                      
   Aggressive Growth Division:
     PrinFlex Life                                 861,317    $  12,227,704        211,314        $  2,857,454

   Asset Allocation Division:
     PrinFlex Life                                 131,206        1,668,350         53,260             645,589

   Balanced Division:
     Flex Variable Life                             36,816        1,264,339         71,643           2,030,576
     PrinFlex Life                                 490,842        6,352,561        138,126           1,693,746
                                               ------------- ---------------- ---------------- ------------------
                                                   527,658        7,616,900        209,769           3,724,322
   Bond Division:
     Flex Variable Life                             55,198        1,406,724         53,470           1,271,250
     PrinFlex Life                                 174,764        2,098,649         49,437             565,502
                                               ------------- ---------------- ---------------- ------------------
                                                   229,962        3,505,373        102,907           1,836,752
   Capital Value Division:
     Flex Variable Life                             69,516        2,942,517         96,955           3,533,172
     PrinFlex Life                               1,007,229       14,488,359        257,693           3,491,448
                                               ------------- ---------------- ---------------- ------------------
                                                 1,076,745       17,430,876        354,648           7,024,620
   Fidelity Contrafund Division:
     PrinFlex Life                                 457,546        6,291,010        120,504           1,610,333

   Fidelity Equity Income Division:
     PrinFlex Life                                 361,409        4,781,646         86,079           1,119,347

   Fidelity High Income Division:
     PrinFlex Life                                 109,968        1,310,358         41,948             482,536

   Government Securities Division:
     PrinFlex Life                                 286,524        3,395,601         19,932             228,122

   Growth Division:
     PrinFlex Life                                 303,006        4,142,276         55,628             748,373

   High Yield Division:
     Flex Variable Life                             29,675          857,141         20,132             455,939

   International Division:
     PrinFlex Life                                 530,953        6,632,041        131,554           1,545,576

   International SmallCap Division:
     PrinFlex Life                                  38,901          334,880          3,976              33,554









                                                   Principal Life Insurance Company
                                                    Variable Life Separate Account

                                               Notes to Financial Statements (continued)




4. Purchases and Sales of Investments (continued)

                                                                 Year ended December 31, 1998
                                               ------------------------------------------------------------------
                                                  Units          Amount       Units Redeemed    Amount Redeemed
                                                Purchased       Purchased
                                               ------------- ---------------- ---------------- ------------------
                                                                                    
   MicroCap Division:
     PrinFlex Life                                  19,585   $       159,179         1,311      $       10,213

   MidCap Division:
     Flex Variable Life                            103,942        4,846,657        183,301           7,449,571
     PrinFlex Life                                 943,646       12,430,779        229,365           2,824,456
                                               ------------- ---------------- ---------------- ------------------
                                                 1,047,588       17,277,436        412,666          10,274,027
   Mid-Cap Growth Division:
     PrinFlex Life                                  34,735          306,597          2,195              18,952

   Money Market Division:
     Flex Variable Life                             39,955          657,300         49,712             795,271
     PrinFlex Life                               3,322,020       35,876,706      2,964,012          31,732,075
                                               ------------- ---------------- ---------------- ------------------
                                                 3,361,975       36,534,006      3,013,724          32,527,346
   Putnam Global Asset Allocation Division:
     PrinFlex Life                                   7,867           76,195            562               5,417

   Putnam Vista Division;
     PrinFlex Life                                  13,042          114,287          1,330              12,225

   Putnam Voyager Division:
     PrinFlex Life                                  90,896          868,001          7,931              74,099

   Real Estate Division:
     PrinFlex Life                                   3,623           34,212            233               2,119

   SmallCap Division:
     PrinFlex Life                                  33,031          251,186          1,679              12,442

   SmallCap Growth Division:
     PrinFlex Life                                  22,252          193,803          1,822              16,058

   SmallCap Value Division:
     PrinFlex Life                                  17,813          145,873            878               7,015

   Utilities Division:
     PrinFlex Life                                   4,976           54,019          1,032              11,132
                                               ------------- ---------------- ---------------- ------------------
                                                 9,602,253     $126,208,950      4,857,014         $65,283,562
                                               ============= ================ ================ ==================




                        Principal Life Insurance Company
                  Consolidated Statements of Financial Position
                                   (Unaudited)

                                                    September 30,             December 31,
                                                         2001                     2000
                                                    ---------------------------------------------
                                                                ($ In Millions)
                                                                         
Assets
Fixed maturities, available-for-sale                  $29,502.0                $26,142.1
Equity securities, available-for sale                     710.6                    710.3
Mortgage loans                                         11,243.9                 11,325.8
Real estate                                             1,140.2                  1,391.7
Policy loans                                              826.0                    803.6
Other investments                                         652.3                    532.8
                                                    -------------------------------------
     Total investments                                 44,075.0                 40,906.3
Cash and cash equivalents                                 600.3                  1,842.2
Accrued investment income                                 583.3                    530.4
Premiums due and other receivables                        507.0                    401.8
Deferred policy acquisition costs                       1,245.5                  1,333.3
Property and equipment                                    472.0                    471.2
Goodwill and other intangibles                             71.2                     94.1
Mortgage loan servicing rights                          1,481.8                  1,084.4
Separate account assets                                29,309.9                 33,180.4
Other assets                                              870.5                    558.8
                                                    -------------------------------------
Total assets                                          $79,216.5                $80,402.9
                                                    =====================================

Liabilities
Contractholder funds                                  $24,987.8                $24,300.2
Future policy benefits and claims                      12,994.4                 12,579.6
Other policyholder funds                                  597.0                    597.4
Short-term debt                                         1,568.9                  1,339.9
Long-term debt                                            719.2                    672.3
Income taxes currently payable                                -                    124.5
Deferred income taxes                                     806.9                    399.0
Separate account liabilities                           29,309.9                 33,180.4
Other liabilities                                       2,902.4                  1,909.4
                                                    -------------------------------------
Total liabilities                                      73,886.5                 75,102.7

Stockholder's equity
Common stock, par value $1 per share -
     authorized 5,000,000 shares, issued and
     outstanding 2,500,000 shares (wholly owned
     indirectly by Principal Mutual Holding Company)        2.5                      2.5
Additional paid-in capital                                 21.0                     21.0
Retained earnings                                       4,884.3                  5,188.6
Accumulated other comprehensive income (loss):
     Net unrealized gains on available-for-sale
     securities and derivative instruments                429.8                    121.1
     Net foreign currency translation adjustment           (7.6)                   (33.0)
                                                    -------------------------------------
Total stockholder's equity                              5,330.0                  5,300.2
                                                    -------------------------------------
Total liabilities and stockholder's equity            $79,216.5                $80,402.9
                                                    =====================================

See accompanying notes.



                        Principal Life Insurance Company
                      Consolidated Statements of Operations
                                   (Unaudited)
                                                       For the nine
                                                       months ended
                                                      September 30,
                                                 2001               2000
                                            ------------------------------------
                                                      (In Millions)
Revenues
Premiums and other considerations             $2,934.5            $2,869.0
Fees and other revenues                        1,073.5               915.0
Net investment income                          2,393.8             2,303.2
Net realized capital gains (losses)             (249.8)               90.8
                                            ------------------------------
Total revenues                                 6,152.0             6,178.0

Expenses
Benefits, claims, and settlement expenses      3,915.9             3,782.6
Dividends to policyholders                       241.2               231.6
Operating expenses                             1,536.9             1,532.6
                                            ------------------------------
Total expenses                                 5,694.0             5,546.8
                                            ------------------------------

Income before income taxes                       458.0               631.2
Income taxes                                      97.1               178.5
                                            ------------------------------
Income before change in accounting principle     360.9               452.7

Cumulative effect of accounting change,
        net of related income taxes              (10.7)                  -
                                            ------------------------------
Net income                                      $350.2              $452.7
                                            ==============================

See accompanying notes.



                        Principal Life Insurance Company
                 Consolidated Statements of Stockholder's Equity
                                   (Unaudited)

                                                                                                              Net Unrealized
                                                                                                            Gains (Losses) on
                                                                                                            Available-for-Sale
                                                                               Additional                     Securities and
                                                                 Common         Paid-In          Retained       Derivative
                                                                  Stock         Capital          Earnings      Instruments
                                                         ---------------------------------------------------------------------------
                                                                                         (In Millions)
                                                                                                    

For the Nine Months Ended:
Balances at January 1, 2000                                   $2.5             $ -                $5,110.6         ($102.1)
Reclassifciation of retained earnings to
     additional paid-in capital                                               21.0                   (21.0)
Dividend to parent holding company                              --              --                  (542.8)             --
Comprehensive income:
     Net income                                                 --              --                   452.7              --
     Net change in unrealized gains and losses
       on fixed maturities, available-for-sale                  --              --                      --           342.9
     Net change in unrealized gains and losses
       on equity securities, available-for-sale,
       including seed money in separate accounts                --              --                      --          (183.2)
     Adjustments for assumed changes in
       amortization pattern:
       Deferred policy acquisition costs                        --              --                      --           (58.6)
       Unearned revenue reserves                                --              --                      --             9.2
     Net change in unrealized gains and losses
       on derivative instruments                                --              --                      --             0.9
     Provision for deferred income taxes                        --              --                      --           (40.6)
     Change in net foreign currency translation
       adjustment                                               --              --                      --              --

Comprehensive income
                                                                                           -----------------------------------------
                                                         ---------------------------------------------------------------------------
Balances at September 30, 2000                                $2.5           $21.0                $4,999.5          ($31.5)
                                                         ===========================================================================

For the Nine Months Ended:
Balances at January 1, 2001                                   $2.5           $21.0                $5,188.6          $121.1
Dividend to parent holding company                              --              --                  (654.5)             --
Comprehensive income:
     Net income                                                 --              --                   350.2              --
     Net change in unrealized gains and losses
       on fixed maturities, available-for-sale                  --              --                      --           731.4
     Net change in unrealized gains and losses
       on equity securities, available-for-sale,
       including seed money in separate accounts                --              --                      --           (38.0)
     Adjustments for assumed changes in
       amortization pattern:
       Deferred policy acquisition costs                        --              --                      --           (99.8)
       Unearned revenue reserves                                --              --                      --             6.2
     Net change in unrealized gains and losses
       on derivative instruments                                --              --                      --          (100.9)
     Net change in unrealized gains and losses
       on policyholder dividend obligation                      --              --                      --            (8.8)
     Provision for deferred income taxes                        --              --                      --          (178.3)
     Change in net foreign currency translation
       adjustment                                               --              --                      --              --
     Cumulative effect of accounting change, net                --              --                      --            (3.1)
       of related income taxes

Comprehensive income
                                                                                           -----------------------------------------
                                                         ---------------------------------------------------------------------------
Balances at September 30, 2001                                $2.5           $21.0                $4,884.3          $429.8
                                                         ===========================================================================


                        Principal Life Insurance Company
                Consolidated Statements of Stockholder's Equity
                                  (Unaudited)


                                                 Net Foreign
                                                  Currency           Total
                                                 Translation     Stockholder's
                                                 Adjustment         Equity
                                                -------------------------------


For the Nine Months Ended:
Balances at January 1, 2000                       ($60.0)         $4,951.0
Reclassifciation of retained earnings to
     additional paid-in capital                                         --
Dividend to parent holding company                    --            (542.8)
Comprehensive income:
     Net income                                       --             452.7
     Net change in unrealized gains and losses
       on fixed maturities, available-for-sale        --             342.9
     Net change in unrealized gains and losses
       on equity securities, available-for-sale,
       including seed money in separate accounts      --            (183.2)
     Adjustments for assumed changes in
       amortization pattern:
       Deferred policy acquisition costs              --             (58.6)
       Unearned revenue reserves                      --               9.2
     Net change in unrealized gains and losses
       on derivative instruments                      --               0.9
     Provision for deferred income taxes              --             (40.6)
     Change in net foreign currency translation
       adjustment                                   27.1              27.1
                                                                -----------
Comprehensive income                                                 550.4
                                                ---------------------------
                                                ---------------------------
Balances at September 30, 2000                    ($32.9)         $4,958.6
                                                ===========================

For the Nine Months Ended:
Balances at January 1, 2001                       ($33.0)         $5,300.2
Dividend to parent holding company                    --            (654.5)
Comprehensive income:
     Net income                                       --             350.2
     Net change in unrealized gains and losses
       on fixed maturities, available-for-sale        --             731.4
     Net change in unrealized gains and losses
       on equity securities, available-for-sale,
       including seed money in separate accounts      --             (38.0)
     Adjustments for assumed changes in
       amortization pattern:
       Deferred policy acquisition costs              --             (99.8)
       Unearned revenue reserves                      --               6.2
     Net change in unrealized gains and losses
       on derivative instruments                      --            (100.9)
     Net change in unrealized gains and losses
       on policyholder dividend obligation            --              (8.8)
     Provision for deferred income taxes              --            (178.3)
     Change in net foreign currency translation
       adjustment                                   36.5              36.5
     Cumulative effect of accounting change, net   (11.1)            (14.2)
       of related income taxes
                                                                -----------
Comprehensive income                                                 684.3
                                                ---------------------------
                                                ---------------------------
Balances at September 30, 2001                     ($7.6)         $5,330.0
                                                ===========================


See accompanying notes.



                        Principal Life Insurance Company
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                                         For the nine months ended
                                                                                September 30,
                                                                                    2001                           2000
                                                                                               (In Millions)
                                                                                                          
Operating activities:
   Net Income                                                                     $ 350.2                        $ 452.7
   Adjustments to reconcile net income to net cash
      provided by operating activities:
       Cumulative effect of accounting change, net of related income taxes           10.7                              -
       Amortization of deferred policy acquisition costs                            128.9                          170.2
       Additions to deferred policy acquisition costs                              (181.9)                        (203.0)
       Accrued investment income                                                    (56.6)                         (21.8)
       Premiums due and other receivables                                          (101.5)                         (67.2)
       Contractholder and policyholder liabilities and dividends                  1,500.1                          752.7
       Current and deferred income taxes                                             35.5                          107.1
       Net realized capital (gains) losses                                          249.8                          (90.8)
       Depreciation and amortization expense                                         64.5                           70.3
       Amortization and impairment/recovery of mortgage servicing rights            232.8                          118.1
       Other                                                                        401.2                          123.0
   Net cash provided by operating activities                                      2,633.7                        1,411.3

Investing activities:
   Available-for-sale securities:
      Purchases                                                                  (8,661.7)                      (8,733.2)
      Sales                                                                       4,010.3                        5,650.1
      Maturities                                                                  1,676.3                        2,045.3
   Mortgage loans acquired or originated                                        (27,912.1)                      (7,309.1)
   Mortgage loans sold or repaid                                                 28,003.9                        7,997.9
   Purchase of mortgage servicing rights                                           (651.0)                         (89.4)
   Proceeds from sale of mortgage servicing rights                                   29.6                              -
   Real estate acquired                                                            (228.9)                        (250.9)
   Real estate sold                                                                 535.9                          422.1
   Net change in property and equipment                                             (55.9)                         (39.2)
   Net proceeds from sale of subsidiaries                                           (14.8)                             -
   Purchases of interests in subsidiaries, net of cash acquired                      (4.2)                         (27.4)
   Net change in other investments                                                 (255.9)                          35.8
   Net cash used in investing activities                                         (3,528.5)                        (298.0)

Financing activities:
   Issuance of debt                                                                 157.0                           78.8
   Principal repayments of debt                                                    (110.2)                         (58.3)
   Proceeds  of short-term borrowings                                               228.9                        1,434.6
   Repayment of short-term borrowings                                                   -                         (320.4)
   Dividend paid to parent holding company                                         (508.4)                        (345.8)
   Investment contract deposits                                                   4,192.8                        2,832.3
   Investment contract withdrawals                                               (4,307.2)                      (3,726.4)
   Net cash used in financing activities                                           (347.1)                        (105.2)

Net increase (decrease) in cash and cash equivalents                             (1,241.9)                       1,008.1
Cash and cash equivalents at beginning of period                                  1,842.2                          668.9
Cash and cash equivalents at end of period                                        $ 600.3                      $ 1,677.0

   See accompanying notes.


                        Principal Life Insurance Company
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (Unaudited)

1.       Nature of Operations and Summary of Significant Accounting Policies

Description of Business

Principal Life Insurance Company and its consolidated subsidiaries ("the
Company") is a diversified financial services organization engaged in the
marketing and management of retirement savings, investment and insurance
products and services in the United States and residential mortgage loan
origination and servicing in the United States.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company and
its majority-owned subsidiaries have been prepared in conformity with accounting
principles generally accepted in the United States ("GAAP"). Less than
majority-owned entities in which the Company has at least a 20% interest are
reported on the equity basis in the consolidated statements of financial
position as other investments. A temporarily controlled subsidiary is carried at
the lower of cost or fair value, and is included in other investments. All
significant intercompany accounts and transactions have been eliminated.

Reclassifications have been made to the December 31, 2000, financial statements
to conform to the September 30, 2001, presentation.

Accounting Changes

On July 20, 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 141, Business Combinations, and
No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), which dramatically
change the accounting for business combinations, goodwill and other intangible
assets. These Statements were effective July 1, 2001, for any business
combinations entered into subsequent to June 30, 2001. SFAS 142, which will
become effective January 1, 2002, for the Company's business combinations
entered into prior to June 30, 2001, adopts a nonamortization, impairment-only
model for the Company's goodwill and indefinite-lived intangible assets. This
includes a more stringent impairment test methodology (fair value based on
discounted cash flows) for measuring and recognizing impairment losses.

The Company continues to study the impact the new Statements will have on its
consolidated financial statements. To determine fair value at January 1, 2002
(date of adoption), the new impairment methodology requires consideration of
many variables that are difficult to predict at this time. If it is determined
that economic conditions and the business environment at adoption of the new
standard warrant recognition of intangible asset impairment, such impairment
will be treated as a cumulative effect of a change in accounting principle.

The Company's policy, under existing GAAP guidance, for measuring impairment of
goodwill and other intangibles is based on undiscounted cash flow and has not
resulted in an indicated impairment.

In June 1998,  the FASB issued  Statement  No. 133,  Accounting  for  Derivative
Instruments and Hedging  Activities  ("SFAS 133").  In June 1999,  Statement No.
137, Accounting for Derivative  Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement No. 133 was issued  deferring the effective
date of SFAS 133 by one year. In June 2000,  the FASB issued  Statement No. 138,
Accounting for Certain Derivative  Instruments and Certain Hedging Activities an
amendment of FASB  Statement No. 133, which amended the accounting and reporting
standards of SFAS 133 for certain  derivative  instruments  and certain  hedging
activities.






                        Principal Life Insurance Company
             Notes to Consolidated Financial Statements (continued)
                               September 30, 2001
                                   (Unaudited)

1.   Nature  of  Operations  and  Summary  of  Significant  Accounting  Policies
     (continued)

As amended, SFAS 133 requires an entity to recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. If certain conditions are met, a derivative may be
specifically designated as one of the following:

a)   a hedge of the exposure to changes in the fair value of a recognized  asset
     or liability or an unrecognized firm commitment;
b)   a hedge of the exposure to variable cash flows of a forecasted transaction;
     or
c)   a hedge of the foreign  currency  exposure of a net investment in a foreign
     operation, an unrecognized firm commitment, an available-for-sale security,
     or a foreign-currency-denominated forecasted transaction.

The Company's accounting for the ongoing changes in fair value of a derivative
depends on the intended use of the derivative and the designation as described
above and is determined when the derivative contract is entered into.

For derivatives hedging the exposure to changes in fair value of a recognized
asset or liability, the change in fair value of the derivative is recognized in
earnings in the period of change together with the offsetting change in fair
value on the hedged item attributable to the risk being hedged. The effect of
such accounting is to reflect in earnings the extent to which the hedge is not
effective in achieving offsetting changes in fair value.

For derivatives hedging the exposure to variable cash flows, the effective
portion of the derivative's change in fair value is initially deferred and
reported as a component of other comprehensive income and subsequently
reclassified into earnings when the forecasted transaction occurs and is
recognized in earnings. The ineffective portion of the change in fair value is
reported in earnings in the period of change.

The Company currently does not hedge the foreign currency exposure of a net
investment in a foreign operation.

For derivatives hedging the foreign currency exposure of an unrecognized firm
commitment or an available-for-sale security, the change in fair value of the
derivative is recognized in earnings in the period of change together with the
offsetting change in fair value on the hedged item attributable to the risk
being hedged. The effect of such accounting is to reflect in earnings the extent
to which the hedge is not effective in achieving offsetting changes in fair
value.

For derivatives hedging the foreign currency exposure of a
foreign-currency-denominated forecasted transaction, the change in fair value is
initially deferred and reported as a component of other comprehensive income and
subsequently reclassified into earnings when the forecasted transaction occurs
and is recognized in earnings. The ineffective portion of the change in fair
value is reported in earnings in the period of change.

For derivatives not designated as a hedging instrument, the change in fair value
is recognized in earnings in the period of change.







1.   Nature  of  Operations  and  Summary  of  Significant  Accounting  Policies
     (continued)

At January 1, 2001, the Company's consolidated financial statements were
adjusted to record a cumulative effect of adopting SFAS 133, as follows (in
millions):


                                                                              Accumulated other
                                                                              comprehensive
                                                              Net income      income
                                                              ------------    --------------------

                                                                           
Adjustment to fair value of derivative contracts (1)           $(16.4)           $(15.8)
Income tax impact                                                 5.7               1.6
                                                              ------------    --------------------

Total....................................................      $ (10.7)          $(14.2)
                                                              ============    ====================
Amount presented is net of adjustment to hedged item.


Derivatives and Hedging Instruments

Overview

The Company's derivatives are generally held for purposes other than trading and
are primarily used to hedge or reduce exposure to interest rate and foreign
currency risks associated with assets held or expected to be purchased or sold,
and liabilities incurred or expected to be incurred. Additionally, derivatives
are used to change the characteristics of the Company's asset/liability mix
consistent with the Company's risk management activities.

The Company's risk of loss is typically limited to the fair value of its
derivative instruments and not to the notional or contractual amounts of these
derivatives. Risk arises from changes in the fair value of the underlying
instruments. The Company is also exposed to credit losses in the event of
nonperformance of the counterparties. The Company's current credit exposure is
limited to the value of derivatives that have become favorable to the Company.
This credit risk is minimized by purchasing such agreements from financial
institutions with high credit ratings and by establishing and monitoring
exposure limits.

The net interest effect of interest rate and currency swap transactions is
recorded as an adjustment to net investment income or interest expense, as
appropriate, over the periods covered by the agreements. The cost of derivative
instruments related to residential mortgage loan servicing rights is included in
the basis of the underlying assets which are marked-to-market and reported in
fees and other revenue in the consolidated statement of operations. The cost of
other derivative contracts is amortized over the life of the contracts and
classified with the results of the underlying hedged item.

Hedge accounting is used for derivatives that are specifically designated in
advance as hedges and that reduce the Company's exposure to an indicated risk by
having a high correlation between changes in the value of the derivatives and
the item being hedged at both the inception of the hedge and throughout the
hedge period. Should such criteria not be met or if the hedged items are sold,
terminated or matured, the changes in value of the derivatives are included in
net income.

1.   Nature  of  Operations  and  Summary  of  Significant  Accounting  Policies
     (continued)

The fair value of derivative instruments, identified as hedges and classified as
assets at September 30, 2001, was $310.1 million. Of this amount, the fair value
of derivatives related to investment hedges was $82.3 million and was reported
with other invested assets on the consolidated statement of financial position.
The fair value of derivatives related to residential mortgage loan servicing
rights and residential mortgage loans was $227.8 million and is reported with
other assets on the consolidated statement of financial position. The fair value
of derivative instruments classified as liabilities at September 30, 2001, was
$542.7 million and was reported with other liabilities on the consolidated
statement of financial position.

Fair Value Hedges

The Company uses fixed-to-floating rate interest rate swaps to more closely
align the interest rate characteristics of certain assets and liabilities. In
general, these swaps are used in asset and liability management to modify
duration.

The Company also enters into currency exchange swap agreements to convert
certain foreign denominated assets and liabilities into U.S. dollar
floating-rate denominated instruments to eliminate the exposure to future
currency volatility on those items.

For the nine months ended September 30, 2001, the Company recognized a pre-tax
net gain of $40.6 million related to the ineffective portion of its fair value
hedges. This net gain includes a net gain of $100.0 million related to the
ineffective portion of its fair value residential mortgage loan servicing hedges
and a net loss of $47.1 million related to the change in the value of the
servicing hedges that was excluded from the assessment of hedge effectiveness.
The net gain on residential mortgage loan servicing hedges was offset by
amortization of residential mortgage loan servicing rights. Both the net gain
and amortization of mortgage loan servicing rights were reported with other
expenses on the consolidated statement of operations. The net gain also includes
a net loss of $12.3 million related to investment hedges and was reported with
net realized capital gains and losses on the consolidated statement of
operations.

Cash Flow Hedges

The company also utilizes floating-to-fixed rate interest rate swaps to match
cash flows.

The Company enters into currency exchange swap agreements to convert both
principal and interest payments of certain foreign denominated assets and
liabilities into U.S. dollar denominated fixed-rate instruments to eliminate the
exposure to future currency volatility on those items.

For the nine months ended September 30, 2001, the Company recognized a $65.7
million after-tax decrease in value related to cash flow hedges in accumulated
other comprehensive income. During this time period, none of the Company's cash
flow hedges have been discontinued because it was probable that the original
forecasted transaction would not occur by the end of the originally specified
time period. The company has not reclassified amounts from accumulated
comprehensive income into earnings over the past nine months, and it does not
expect to reclassify any amounts in the next twelve months.

In most cases, zero hedge ineffectiveness for cash flow hedges is assumed
because the derivative instrument was constructed such that all terms of the
derivative match the hedged risk in the hedged item. As a result, the Company
has recognized an immaterial amount in earnings due to cash flow hedge
ineffectiveness.

The transition adjustment for the adoption of SFAS 133 resulted in a decrease to
other comprehensive income of $36.9 million ($24.0 million after tax)
representing the accumulation in other comprehensive income of the effective
portion of the Company's cash flow hedges as of January 1, 2001. For the nine
months ended September 30, 2001, $101.1 million ($65.7 million after-tax) of
loss representing the effective portion of the change in fair value of
derivative instruments designated as cash flow hedges was added to accumulated
other comprehensive income resulting in an ending balance of $(138.0) million
($(89.7) million after-tax) at September 30, 2001.

1.   Nature  of  Operations  and  Summary  of  Significant  Accounting  Policies
     (continued)

Derivatives Not Designated as Hedging Instruments

The Company attempts to match the timing of when interest rates are committed on
insurance products, residential mortgage loans, and other new investments.
However, timing differences may occur and can expose the Company to fluctuating
interest rates. To offset this risk, the Company uses mortgage-backed forwards,
over-the-counter options on mortgage-backed securities, U.S. Treasury futures
contracts, options on Treasury futures, Treasury rate guarantees, and interest
rate floors to economically hedge anticipated transactions and to manage
interest rate risk. Futures contracts are marked-to-market value and settled
daily, which minimizes the counterparty risk. Forward contracts are
marked-to-market no less than quarterly.

Occasionally, the Company will sell a callable investment-type contract and may
use interest rate swaptions or similar instruments to transform the callable
liability into a fixed term liability. In addition, the Company may sell an
investment-type contract with attributes tied to market indices in which case
the Company writes an equity call option to convert the overall contract into a
fixed rate liability, essentially eliminating the equity component altogether.

Although the above mentioned derivatives are effective hedges from an economic
standpoint, they do not meet the requirements for hedge accounting treatment
under SFAS 133. As such, periodic changes in the market value of these
instruments flow directly into net income. As of September 30, 2001, the impact
to net income as a result of derivatives not receiving hedge accounting was $2.4
million.

2.   Comprehensive Income

Comprehensive income for the nine months ended September 30 is as follows:



                                                                        For the nine
                                                                        months ended
                                                                        September 30,
                                                                  --------------------------
                                                                     2001           2000
                                                                  -----------     ----------
                                                                        (in millions)
                                                                            
Comprehensive Income:
   Net income................................................      $   350.2      $   452.7
  Net change in unrealized gains and losses on fixed
     maturities, available-for-sale..........................          731.4          342.9
  Net change in unrealized gains and losses on equity
     securities, available-for-sale, including seed money
     in separate accounts....................................          (38.0)        (183.2)
  Adjustments for assumed changes in amortization patterns:
     Deferred policy acquisition costs.......................          (99.8)         (58.6)
     Unearned revenue reserves...............................            6.2            9.2
  Net change in unrealized gains and losses on derivative
     instruments.............................................         (100.9)           0.9
  Net change in unrealized gains and losses on
     policyholder dividend obligation........................           (8.8)            -
  Provision for deferred income taxes........................         (178.3)          (40.6)
  Change in net foreign currency translation adjustment......           36.5            27.1
  Cumulative effect of accounting change, net of related
     income taxes............................................          (14.2)            -
                                                                  -----------     ----------
                                                                  -----------     ----------
  Comprehensive income.......................................      $   684.3       $   550.4
                                                                  ===========     ==========






3.    Commitments and Contingencies

The Company is a plaintiff or defendant in actions arising out of its
operations. The Company is, from time to time, also involved in various
governmental and administrative proceedings. While the outcome of any pending or
future litigation cannot be predicted, management does not believe that any
pending litigation will have a material adverse effect on the Company's
business, financial condition or results of operations. However, no assurances
can be given that such litigation would not materially and adversely affect the
Company's business, financial condition or results of operations.

Other companies in the life insurance industry have historically been subject to
substantial litigation resulting from claims disputes and other matters. Most
recently, such companies have faced extensive claims, including class-action
lawsuits, alleging improper life insurance sales practices. Negotiated
settlements of such class-action lawsuits have had a material adverse effect on
the business, financial condition and results of operations of certain of these
companies. Principal Life is currently a defendant in two class-action lawsuits
which allege improper sales practices.

In 2000, the Company reached an agreement in principle to settle these two
class-action lawsuits alleging improper sales practices. In April 2001, the
proposed settlement of the class-action lawsuits received court approval. In
agreeing to the settlement, the Company specifically denied any wrongdoing. The
Company has accrued a loss reserve for its best estimate based on information
available. As uncertainties continue to exist in resolving this matter, it is
reasonably possible that, as the actual cost of the claims subject to
alternative dispute resolution becomes available, the final cost of settlement
could exceed the Company's estimate. The range of any additional cost related to
the settlement cannot be presently estimated, however the Company believes the
settlement will not have a material impact on its business, financial condition
or results of operations. A number of persons and entities who were eligible to
be class members have excluded themselves from the class (or "opted out"), as
the law permits them to do. The Company has been notified that some of those who
opted out from the class will file lawsuits and make claims similar to those
addressed by the settlement.

The Company is also subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance companies
for the benefit of policyholders and claimants in the event of insolvency of
other insurance companies. The assessments may be partially recovered through a
reduction in future premium taxes in some states. The Company believes such
assessments in excess of amounts accrued would not materially affect its
financial condition or results of operations.

4.    Terrorist Attacks in the United States

On September 11, 2001, terrorist attacks in the United States resulted in
significant loss of life and property, as well as interruption of business
activities and an overall disruption of the world economy. The Company accrued
$6.5 million (net of income tax and reinsurance) for potential losses from
individual and group life and disability insurance claims from these events. The
accrual reflects the Company's best estimate of anticipated losses. Because the
Company does not know the full extent of the impact of the events of September
11, it is possible that the Company may incur additional losses. Management has
estimated no material property or investment real estate loss exposures
resulting from these events. However, some of the assets in the Company's
investment portfolio may be adversely affected by the declines in the securities
markets and economic activity that were caused by the terrorist attacks and
possible military action and heightened security measures. In particular, this
may lead to possible write-downs, loss of value or impairments with regard to
securities issued by companies affected by these events.

The continuing impacts of these events on the world economy and financial
markets cannot presently be determined. This creates related uncertainties as to
the future realization of and return on certain invested assets; the impact on
the Company's assumptions in assessing the value of intangibles from prior
acquisitions and the amortization patterns for deferred policy acquisition
costs; and the impact on future operating results, for which estimates cannot
presently be made.








5.       Plan of Demutualization

The board of directors of the Company's ultimate parent, Principal Mutual
Holding Company, unanimously adopted the plan of conversion on March 31, 2001.

On July 24, 2001, policyholders entitled to vote approved the plan of
conversion. The public hearing was held on July 25, 2001, and the Insurance
Commissioner of the State of Iowa approved the plan of conversion on August 28,
2001.

6.       Subsequent Events

Demutualization and Initial Public Offering

Under the terms of the plan of conversion, effective October 26, 2001, Principal
Mutual Holding Company converted from a mutual insurance holding company to a
stock company. All policyholder membership interests in Principal Mutual Holding
Company were extinguished on that date and eligible policyholders of the mutual
insurance holding company are expected to receive, in aggregate, an estimated
260.6 million shares of common stock, an estimated $1,181.5 million of cash and
an estimated $472.7 million of policy credits as compensation.

After giving effect to the reorganization resulting from the demutualization,
Principal Life now is a direct wholly-owned subsidiary of Principal Financial
Services, Inc., which, in turn, is a direct wholly-owned subsidiary of Principal
Financial Group, Inc.

In addition, on October 26, 2001, Principal Financial Group, Inc. completed its
initial public offering ("IPO") in which it issued 100.0 million shares of
common stock at a price of $18.50 per share. Estimated net proceeds from the IPO
were $1,753.3 million, of which an estimated $59.5 million was retained by
Principal Financial Group, Inc., and an estimated $1,693.8 million was
contributed to the Company to reimburse for fees, cash, and policy credits.

Adoption of Incentive Stock Plans

On May 21, 2001, Principal Financial Group, Inc. approved and adopted the Stock
Incentive Plan, Board of Directors' Stock Plan ("Directors Stock Plan") and
Employee Stock Purchase Plan ("Stock Purchase Plan"). Under the terms of the
Stock Incentive Plan, grants may be non-qualified stock options, incentive stock
options qualifying under Section 422 of the Internal Revenue Code, restricted
stock, restricted stock units and stock appreciation rights. Under the terms of
the Directors' Stock Plan, grants may be non-qualified stock options, restricted
stock and restricted stock units. The maximum number of shares of common stock
that may be issued under the Stock Incentive Plan, together with an excess plan
(Principal Financial Group, Inc.'s non-qualified defined contribution retirement
plan), the Directors Stock Plan, the long-term performance plan and any new plan
awarding Principal Financial Group, Inc.'s common stock, in the five years
following the completion of the IPO, is 6% of the number of shares outstanding
immediately following the completion of the IPO.

In addition, the maximum number of shares of common stock available under the
Stock Purchase Plan is 2% of the total number of shares of common stock that are
outstanding following the IPO of the common stock.




                         Report of Independent Auditors



The Board of Directors and Stockholder
Principal Life Insurance Company


We have audited the accompanying consolidated statements of financial position
of Principal Life Insurance Company (the Company, an indirect wholly-owned
subsidiary of Principal Mutual Holding Company) as of December 31, 2000 and
1999, and the related consolidated statements of operations, stockholder's
equity and cash flows for each of the three years in the period ended December
31, 2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Principal Life
Insurance Company at December 31, 2000 and 1999, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.

                                                         /s/ Ernest & Young LLP
Des Moines, Iowa
February 2, 2001, except for Note 17
  as to which the date is October 26, 2001





                        Principal Life Insurance Company

                      Consolidated Statements of Operations




                                                                          Year ended December 31
                                                                     2000          1999          1998
                                                                 ------------------------------------------
                                                                               (In Millions)
Revenues
                                                                                        
Premiums and other considerations                                    $3,929.3      $3,937.6      $3,818.4
Fees and other revenues                                               1,214.5       1,126.0         978.8
Net investment income                                                 3,115.5       3,045.8       2,933.8
Net realized capital gains                                              151.8         456.6         465.8
                                                                 ------------------------------------------
                                                                 ------------------------------------------
Total revenues                                                        8,411.1       8,566.0       8,196.8

Expenses
Benefits, claims and settlement expenses                              5,147.1       5,260.9       5,089.0
Dividends to policyholders                                              312.7         304.6         298.7
Operating expenses                                                    2,060.9       1,867.3       2,070.2
                                                                 ------------------------------------------
                                                                 ------------------------------------------
Total expenses                                                        7,520.7       7,432.8       7,457.9
                                                                 ------------------------------------------

Income before income taxes                                              890.4       1,133.2         738.9

Income taxes                                                            248.8         323.5          43.6
                                                                 ------------------------------------------
                                                                 ------------------------------------------
Net income                                                           $  641.6      $  809.7      $  695.3
                                                                 ==========================================




See accompanying notes.





                        Principal Life Insurance Company

                  Consolidated Statements of Financial Position



                                                                                       December 31
                                                                                   2000           1999
                                                                              ------------------------------
                                                                              ------------------------------
                                                                                      (In Millions)
Assets
                                                                                          
Fixed maturities, available-for-sale                                             $26,142.1      $23,441.4
Equity securities, available-for-sale                                                710.3          864.2
Mortgage loans                                                                    11,325.8       13,332.2
Real estate                                                                        1,391.7        2,212.0
Policy loans                                                                         803.6          780.5
Other investments                                                                    532.8          637.6
                                                                              ------------------------------
Total investments                                                                 40,906.3       41,267.9

Cash and cash equivalents                                                            998.6          385.5
Accrued investment income                                                            530.4          471.3
Premiums due and other receivables                                                   253.9          304.3
Deferred policy acquisition costs                                                  1,333.3        1,430.9
Property and equipment                                                               471.2          457.9
Goodwill and other intangibles                                                        94.1          152.5
Mortgage loan servicing rights                                                     1,084.4        1,081.0
Separate account assets                                                           33,180.4       33,306.9
Other assets                                                                       1,402.4          457.8
                                                                              ------------------------------
                                                                              ------------------------------
Total assets                                                                     $80,255.0      $79,316.0
                                                                              ==============================
                                                                              ==============================

Liabilities
Contractholder funds                                                             $24,300.2      $24,519.8
Future policy benefits and claims                                                 12,431.7       12,491.2
Other policyholder funds                                                             597.4          676.9
Short-term debt                                                                    1,339.9          348.8
Long-term debt                                                                       672.3          834.2
Income taxes currently payable                                                       124.5           18.2
Deferred income taxes                                                                399.0          265.3
Separate account liabilities                                                      33,180.4       33,306.9
Other liabilities                                                                  1,909.4        1,903.7
                                                                              ------------------------------
                                                                              ------------------------------
Total liabilities                                                                 74,954.8       74,365.0

Stockholder's equity
Common stock, par value $1 per share - authorized  5,000,000 shares,  issued and
   outstanding 2,500,000 shares (wholly owned indirectly by Principal
   Mutual Holding Company)                                                             2.5            2.5
Additional paid-in capital                                                            21.0            -
Retained earnings                                                                  5,188.6        5,110.6
Accumulated other comprehensive income (loss):
   Net unrealized gains (losses) on available-for-sale securities                    121.1         (102.1)
   Net foreign currency translation adjustment                                       (33.0)         (60.0)
                                                                              ------------------------------
                                                                              ------------------------------
Total stockholder's equity                                                         5,300.2        4,951.0
                                                                              ------------------------------
                                                                              ------------------------------
Total liabilities and stockholder's equity                                       $80,255.0      $79,316.0
                                                                              ==============================


See accompanying notes.



                        Principal Life Insurance Company

                 Consolidated Statements of Stockholder's Equity






                                                                                       Net Unrealized
                                                                                       Gains (Losses)    Net Foreign      Total
                                                            Additional                  on Available-     Currency    Stock-holder's
                                                  Common     Paid-In     Retained         for-Sale       Translation      Equity
                                                   Stock     Capital     Earnings        Securities      Adjustment
                                                ------------------------------------------------------------------------------------
                                                                                    (In Millions)

                                                                                                        
 Balances at January 1, 1998                        $ -        $  -      $4,257.1        $1,037.5         $(10.6)       $5,284.2
 Issuance of 2,500,000 shares of common stock
   to parent holding company                         2.5          -          (2.5)            -              -              -
 Dividend to parent holding company                  -            -        (200.0)            -              -            (200.0)
 Comprehensive income:
   Net income                                        -            -         695.3             -              -             695.3
   Net change in unrealized gains and losses
     on fixed maturities, available-for-sale         -            -           -            (203.3)           -            (203.3)
   Net change in unrealized gains and losses
     on equity securities, available-for-sale,
     including seed money in separate accounts
                                                     -            -           -            (291.3)           -            (291.3)
   Adjustments for assumed changes
     in amortization patterns:
     Deferred policy acquisition costs               -            -           -              37.1            -              37.1
     Unearned revenue reserves                       -            -           -              (3.6)           -              (3.6)
   Provision for deferred income tax benefit         -            -           -             169.5            -             169.5
   Change in net foreign currency translation
     adjustment                                      -            -           -               -            (18.3)          (18.3)
                                                                                                                     -----------
 Comprehensive income                                                                                                      385.3
                                                 -------------------------------------------------------------------------------
 Balances at December 31, 1998                       2.5          -       4,749.9           745.9          (28.9)        5,469.4
 Dividend to parent holding company                  -            -        (449.0)            -              -            (449.0)
 Comprehensive loss:
   Net income                                        -            -         809.7             -              -             809.7
   Net change in unrealized gains and losses
     on fixed maturities, available-for-sale         -            -           -          (1,375.1)           -          (1,375.1)
   Net change in unrealized gains and losses
     on equity securities, available-for-sale,
     including seed money in separate accounts
                                                     -            -           -            (142.7)           -            (142.7)
   Adjustments for assumed changes in
     amortization patterns:
     Deferred policy acquisition costs               -            -           -             246.1            -             246.1
     Unearned revenue reserves                       -            -           -             (29.5)           -             (29.5)
   Provision for deferred income tax benefit         -            -           -             453.2            -             453.2
   Change in net foreign currency translation
     adjustment                                      -            -           -               -            (31.1)          (31.1)
                                                                                                                     -----------
 Comprehensive loss                                                                                                        (69.4)
                                                 -------------------------------------------------------------------------------
 Balances at December 31, 1999                       2.5          -       5,110.6          (102.1)         (60.0)        4,951.0






                        Principal Life Insurance Company

           Consolidated Statements of Stockholder's Equity (continued)




                                                                                       Net Unrealized
                                                                                       Gains (Losses)    Net Foreign      Total
                                                            Additional                  on Available-     Currency    Stock-holder's
                                                  Common     Paid-In     Retained         for-Sale       Translation      Equity
                                                   Stock     Capital     Earnings        Securities      Adjustment
                                                ------------------------------------------------------------------------------------
                                                                                     (In Millions)

                                                                                                      
 Balances at January 1, 2000                        $2.5      $  -       $5,110.6        $(102.1)         $(60.0)       $4,951.0
 Reclassification of retained earnings to
   additional paid-in capital                        -         21.0         (21.0)           -               -             -
 Dividends to parent holding company                 -          -          (542.6)           -               -            (542.6)
 Comprehensive income:
   Net income                                        -          -           641.6            -               -             641.6
   Net change in unrealized gains and losses
     on fixed maturities, available-for-sale         -          -             -            721.9             -             721.9
   Net change in unrealized gains and losses
     on equity securities, available-for-sale,
     including seed money in separate accounts
                                                     -          -             -           (270.0)            -            (270.0)
   Adjustments for assumed changes in
     amortization patterns:
     Deferred policy acquisition costs               -          -             -           (122.6)            -            (122.6)
     Unearned revenue reserves                       -          -             -             15.2             -              15.2
   Provision for deferred income taxes               -          -             -           (121.3)            -            (121.3)
   Change in net foreign currency translation
     adjustment                                      -          -             -              -              27.0            27.0
                                                                                                                       -----------
 Comprehensive income                                -          -                                                          891.8
                                                ----------------------------------------------------------------------------------
 Balances at December 31, 2000                      $2.5      $21.0      $5,188.6        $ 121.1          $(33.0)       $5,300.2
                                                ==================================================================================



See accompanying notes.





                        Principal Life Insurance Company

                      Consolidated Statements of Cash Flows




                                                                           Year ended December 31
                                                                     2000           1999           1998
                                                                ---------------------------------------------
                                                                               (In Millions)
Operating activities
                                                                                       
Net income                                                         $     641.6    $     809.7   $     695.3
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Amortization of deferred policy acquisition costs                     238.6          173.7         219.0
   Additions to deferred policy acquisition costs                       (263.6)        (253.8)       (229.1)
   Accrued investment income                                             (59.1)         (37.0)         22.9
   Premiums due and other receivables                                    (25.0)         102.2          (1.9)
   Contractholder and policyholder liabilities and dividends
                                                                       1,429.6        1,633.0       1,616.1
   Current and deferred income taxes                                     127.9           45.8        (264.8)
   Net realized capital gains                                           (151.8)        (456.6)       (465.8)
   Depreciation and amortization expense                                  71.4           72.5         110.5
   Amortization and impairment/recovery of mortgage servicing
     rights                                                              157.3           94.4         142.3
   Other                                                                (367.1)         (34.0)        212.1
                                                                ---------------------------------------------
Net adjustments                                                        1,158.2        1,340.2       1,361.3
                                                                ---------------------------------------------
Net cash provided by operating activities                              1,799.8        2,149.9       2,056.6

Investing activities Available-for-sale securities:
   Purchases                                                         (12,932.5)     (11,510.2)     (7,475.1)
   Sales                                                               7,312.8        6,947.1       5,857.2
   Maturities                                                          2,665.3        2,599.2       1,376.7
Mortgage loans acquired or originated                                (10,471.3)     (16,594.6)    (14,261.4)
Mortgage loans sold or repaid                                         12,026.8       16,361.5      14,477.8
Net change in mortgage servicing rights                                 (182.9)        (307.5)       (387.4)
Real estate acquired                                                    (324.3)        (449.7)       (436.3)
Real estate sold                                                         795.8          869.8         661.6
Net change in property and equipment                                     (27.2)         (19.7)        (23.1)
Proceeds from sales of subsidiaries                                        -             41.7          95.5
Purchases of interest in subsidiaries, net of cash acquired
                                                                           -            (12.8)       (217.7)
Net change in other investments                                          187.9         (259.2)       (360.9)
                                                                ---------------------------------------------
Net cash used in investing activities                                   (949.6)      (2,334.4)       (693.1)






                        Principal Life Insurance Company

                Consolidated Statements of Cash Flows (continued)




                                                                           Year ended December 31
                                                                     2000           1999           1998
                                                                ---------------------------------------------
                                                                               (In Millions)
                                                                                       
Financing activities
Issuance of debt                                                 $     230.4    $     203.5     $     243.0
Principal repayments of debt                                          (119.9)         (40.2)          (50.9)
Proceeds of short-term borrowings                                    1,373.4        4,952.4         8,627.7
Repayment of short-term borrowings                                    (346.8)      (4,895.7)       (8,924.3)
Dividends paid to parent holding company                              (345.5)        (354.5)         (140.0)
Investment contract deposits                                         3,982.6        5,325.4         5,854.1
Investment contract withdrawals                                     (5,011.3)      (5,081.7)       (7,058.3)
                                                                ---------------------------------------------
Net cash provided by (used in) financing activities                   (237.1)         109.2        (1,448.7)
                                                                ---------------------------------------------

Net increase (decrease) in cash and cash equivalents
                                                                       613.1          (75.3)          (85.2)

Cash and cash equivalents at beginning of year                         385.5          460.8           546.0
                                                                ---------------------------------------------
Cash and cash equivalents at end of year                         $     998.6    $     385.5     $     460.8
                                                                =============================================

Schedule of noncash operating and investing activities
Net transfer of noncash assets and liabilities to an
   unconsolidated limited liability company in exchange for a
   minority interest.                                             $   (255.0)
                                                                ===============
                                                                ===============
Dividend of net noncash assets and liabilities of Principal
   International de Chile, S.A. and Principal Compania de
   Seguros de Vida Chile, S.A. to Principal Financial
   Services, Inc. on September 28, 2000
                                                                  $   (170.6)
                                                                ===============
Dividend of net noncash assets and liabilities of Princor
   Financial Services Corporation to Principal Financial
   Services, Inc. on April 1, 1999
                                                                               $      (12.0)
                                                                               ================
                                                                               ================
Nettransfer of noncash assets and  liabilities of Principal  Health Care Inc. on
   April 1, 1998 in exchange for common shares of Coventry Health Care, Inc.
                                                                                                 $   (160.0)
                                                                                               ==============


See accompanying notes.



                        Principal Life Insurance Company

                   Notes to Consolidated Financial Statements

                                December 31, 2000



1. Nature of Operations and Significant Accounting Policies

Reorganization

Effective July 1, 1998,  Principal Mutual Life Insurance Company formed a mutual
insurance holding company  ("Principal Mutual Holding Company") and converted to
a stock life insurance company ("Principal Life Insurance Company").  All of the
shares of Principal  Life  Insurance  Company  were issued to  Principal  Mutual
Holding  Company  through  two  newly  formed  intermediate  holding  companies,
Principal  Financial  Group,  Inc. and Principal  Financial  Services,  Inc. The
reorganization itself did not have a material financial impact on Principal Life
Insurance  Company  and its  consolidated  subsidiaries,  as the net  assets  so
transferred  to achieve the change in legal  organization  were accounted for at
historical carrying amounts in a manner similar to that in  pooling-of-interests
accounting.

Plan of Demutualization

In 2000,  the Board of Directors of Principal  Mutual Holding  Company  approved
management's  recommendation  to  develop a plan of  demutualization  to convert
Principal  Mutual Holding  Company into a stock company.  Management  expects to
complete  development of the plan of  demutualization in the first half of 2001.
The plan will  primarily  address  how the  organization  will be  restructured,
required   approvals,   and  eligibility  for  and  allocation  of  policyholder
compensation.  The proposed plan, when completed, will be subject to approval by
the Board of  Directors,  eligible  policyholders  of Principal  Life  Insurance
Company and the Insurance Commissioner of the State of Iowa.

Description of Business

Principal  Life  Insurance  Company  and  its  consolidated  subsidiaries  ("the
Company")  is a  diversified  financial  services  organization  engaged  in the
marketing  and  management  of  retirement  savings,  investment  and  insurance
products and services in the United  States and selected  international  markets
and residential mortgage loan origination and servicing in the United States.

Basis of Presentation

The  accompanying  consolidated  financial  statements  of the  Company  and its
majority-owned  subsidiaries  have been prepared in conformity  with  accounting
principles  generally  accepted  in  the  United  States  ("GAAP").   Less  than
majority-owned  entities in which the Company  has at least a 20%  interest  are
reported  on the  equity  basis  in the  consolidated  statements  of  financial
position as other investments. A temporarily controlled subsidiary is carried at
the lower of cost or fair  value,  and is  included  in other  investments.  All
significant intercompany accounts and transactions have been eliminated.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

Total  assets of the  unconsolidated  entities  amounted to $2,234.9  million at
December 31, 2000 and $2,314.8  million at December 31, 1999.  Total revenues of
the unconsolidated  entities were $2,127.9 million in 2000,  $1,971.5 million in
1999 and  $1,749.9  million in 1998.  During  2000,  1999 and 1998,  the Company
included $31.4 million, $107.7 million and $18.2 million,  respectively,  in net
investment income representing the Company's share of current year net income of
the unconsolidated entities.

Closed Block

In conjunction with the formation of the mutual insurance  holding company,  the
Company  established a closed block for the benefit of individual  participating
dividend-paying policies in force on that date. The closed block was designed to
provide reasonable  assurance to policyholders  included therein that, after the
Reorganization,  assets would be available to maintain dividends in aggregate in
accordance  with the 1997 policy  dividend  scales if the experience  underlying
such scales continued. Assets were allocated to the closed block in amounts such
that their cash flows together with anticipated  revenues from policies included
in the closed block,  were reasonably  expected to be sufficient to support such
policies,  including provision for payment of claims, certain expenses,  charges
and taxes,  and to provide for the  continuation  of  dividends  in aggregate in
accordance  with the 1997 policy  dividend  scales if the experience  underlying
such scales continued,  and to allow for appropriate  adjustments in such scales
if the experience changes.

Assets  allocated  to the closed  block inure to the  benefits of the holders of
policies  included in the closed block.  Closed block assets and liabilities are
carried on the same basis as similar assets and liabilities held by the Company.
The  Company  will  continue  to pay  guaranteed  benefits  under all  policies,
including the policies  included in the closed block,  in accordance  with their
terms.  If the assets  allocated to the closed block,  the investment cash flows
from those  assets and the  revenues  from the  policies  included in the closed
block,  including investment income thereon, prove to be insufficient to pay the
benefits guaranteed under the policies included in the closed block, the Company
will be required to make such payments from its general funds. See Note 7.

Use of Estimates in the Preparation of Financial Statements

The  preparation  of  the  Company's   consolidated   financial  statements  and
accompanying  notes requires  management to make estimates and assumptions  that
affect the amounts reported and disclosed. These estimates and assumptions could
change in the future as more information  becomes known,  which could impact the
amounts  reported and disclosed in the  consolidated  financial  statements  and
accompanying notes.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand,  money market  instruments and
other debt issues with a maturity date of three months or less when purchased.

Investments

Investments  in  fixed  maturities  and  equity  securities  are  classified  as
available-for-sale and, accordingly, are carried at fair value. (See Note 14 for
policies  related  to the  determination  of fair  value.)  The  cost  of  fixed
maturities  is adjusted for  amortization  of premiums and accrual of discounts,
both computed using the interest method. The cost of fixed maturities and equity
securities is adjusted for declines in value that are other than temporary.  For
the loan-backed and structured  securities  included in the bond portfolio,  the
Company  recognizes  income using a constant  effective yield based on currently
anticipated  prepayments  as  determined  by  broker-dealer  surveys or internal
estimates and the estimated lives of the securities.

Real estate investments are reported at cost less accumulated depreciation.  The
initial cost bases of properties  acquired  through loan  foreclosures  are fair
market values of the properties at the time of  foreclosure.  Buildings and land
improvements  are generally  depreciated  on the  straight-line  method over the
estimated  useful  life  of  improvements,  and  tenant  improvement  costs  are
depreciated on the straight-line  method over the term of the related lease. The
Company  recognizes  impairment  losses for its  properties  when  indicators of
impairment are present and a property's expected undiscounted cash flows are not
sufficient to recover the property's  carrying  value.  In such cases,  the cost
bases of the  properties are reduced to fair value.  Real estate  expected to be
disposed is carried at the lower of cost or fair value,  less cost to sell, with
valuation  allowances   established   accordingly  and  depreciation  no  longer
recognized.  Any impairment  losses and any changes in valuation  allowances are
reported as net realized capital losses.

Commercial  and  residential  mortgage  loans  are  generally  reported  at cost
adjusted for  amortization of premiums and accrual of discounts,  computed using
the  interest  method,  and net of  valuation  allowances.  Any  changes  in the
valuation  allowances are reported as net realized  capital gains (losses).  The
Company measures  impairment based upon the present value of expected cash flows
discounted at the loan's  effective  interest  rate. If foreclosure is probable,
the  measurement of any valuation  allowance is based upon the fair value of the
collateral.  The Company  has  residential  mortgage  loans held for sale in the
amount of $84.8 million and $432.1  million and  commercial  mortgage loans held
for sale in the amount of $520.9 million and $280.1 million at December 31, 2000
and 1999,  respectively,  which are  carried  at lower of cost or fair value and
reported as mortgage loans in the statements of financial position.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

Net realized  capital gains and losses on investments  are determined  using the
specific identification basis.

Policy loans and other  investments,  excluding  investments  in  unconsolidated
entities, are primarily reported at cost.

Securitizations

The Company sells  commercial  mortgage loans on an  unconsolidated  trust which
then issues mortgage-backed  securities. The Company may retain interests in the
loans by purchasing  portions of the securities from the issuance.  Gain or loss
on the sales of the mortgages  depends in part on the previous  carrying amounts
of the financial assets involved in the transfer, which is allocated between the
assets sold and the retained interests based on their relative fair value at the
date of transfer. Fair values are determined by quoted market prices of external
buyers  of  each  class  of  security  purchased.  The  retained  interests  are
thereafter  carried  at fair  value  as is the  case  of  other  fixed  maturity
investments.

The  Company   also  sells   residential   mortgage   loans  in   securitization
transactions,  and retains servicing rights which are retained  interests in the
securitized loans. Gain or loss on the sales of the loans depends in part on the
previous  carrying  amounts  of the  financial  assets  sold  and  the  retained
interests  based on their  relative fair values at the date of the transfer.  To
obtain fair values, quoted market prices are used if available.  However, quotes
are generally not available  for retained  interests,  so the Company  estimates
fair value based on the present  value of the future  expected  cash flows using
management's  best  estimates of the key  assumptions  -  prepayment  speeds and
option adjusted spreads commensurate with the risks involved.

Derivatives

Derivatives are generally held for purposes other than trading and are primarily
used to hedge or reduce  exposure to interest  rate and foreign  currency  risks
associated with assets held or expected to be purchased or sold, and liabilities
incurred or  expected  to be  incurred.  Additionally,  derivatives  are used to
change the characteristics of the Company's  asset/liability mix consistent with
the Company's risk management activities.

The  Company's  risk of loss is  typically  limited  to the  fair  value  of its
derivative  instruments and not to the notional or contractual  amounts of these
derivatives.  Risk  arises  from  changes  in the fair  value of the  underlying
instruments.  The  Company  is also  exposed  to  credit  losses in the event of
nonperformance  of  the  counterparties.   This  credit  risk  is  minimized  by
purchasing such agreements from financial  institutions with high credit ratings
and by establishing and monitoring exposure limits.



                       Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

The  Company's  use of  derivatives  is  further  described  in Note 6.  The net
interest  effect of interest rate and currency swap  transactions is recorded as
an adjustment to net investment income or interest expense, as appropriate, over
the periods covered by the agreements. The cost of other derivative contracts is
amortized over the life of the contracts and classified  with the results of the
underlying  hedged item.  Certain contracts are designated as hedges of specific
assets and, to the extent those assets are marked to market, the hedge contracts
are also marked to market and included as an adjustment of the underlying  asset
value.  Other  contracts are  designated  and accounted for as hedges of certain
liabilities and are not marked to market.  Futures contracts and mortgage-backed
forwards  are used to hedge  anticipated  transactions.  Futures  contracts  are
marked to market value and settled daily.  However,  changes in the market value
of such  contracts  have not  qualified  for  inclusion in the  measurements  of
subsequent  transactions  or represent  hedges of items  reported at fair value.
Accordingly,  such  changes in market  value are  reported  in net income in the
period of change.

Hedge  accounting is used for derivatives  that are  specifically  designated in
advance as hedges and that reduce the Company's exposure to an indicated risk by
having a high  correlation  between  changes in the value of the derivatives and
the items being  hedged at both the  inception of the hedge and  throughout  the
hedge  period.  Should such criteria not be met or if the hedged items are sold,
terminated or matured,  the changes in value of the  derivatives are included in
net income.

Contractholder and Policyholder Liabilities

Contractholder and policyholder liabilities (contractholder funds, future policy
benefits  and  claims,  and  other  policyholder  funds)  include  reserves  for
investment   contracts  and  reserves  for  universal  life,   limited  payment,
participating and traditional life insurance policies.  Investment contracts are
contractholders'  funds  on  deposit  with the  Company  and  generally  include
reserves for pension and annuity contracts. Reserves on investment contracts are
equal to the  cumulative  deposits  less any  applicable  charges plus  credited
interest.

Reserves for universal life insurance contracts are equal to cumulative premiums
less charges plus credited  interest which  represents the account balances that
accrue to the benefit of the policyholders.  Reserves for non-participating term
life insurance  contracts are computed on a basis of assumed  investment  yield,
mortality,  morbidity and expenses, including a provision for adverse deviation,
which  generally  vary by plan,  year of issue and policy  duration.  Investment
yield is based on the Company's experience.  Mortality, morbidity and withdrawal
rate  assumptions  are based on experience  of the Company and are  periodically
reviewed against both industry standards and experience.

Reserves for participating  life insurance  contracts are based on the net level
premium reserve for death and endowment policy benefits.  This net level premium
reserve is calculated  based on dividend fund interest rate and mortality  rates
guaranteed in calculating the cash surrender values described in the contract.



                       Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

Participating  business  represented  approximately  34%,  34%  and  36%  of the
Company's  life  insurance  in force and 79%,  78% and 81% of the number of life
insurance  policies in force at December 31, 2000, 1999 and 1998,  respectively.
Participating  business  represented  approximately  64%,  63%  and  76% of life
insurance  premiums  for the  years  ended  December  31,  2000,  1999 and 1998,
respectively.

The amount of dividends to policyholders  is approved  annually by the Company's
Board of  Directors.  The amount of  dividends  to be paid to  policyholders  is
determined after consideration of several factors including interest, mortality,
morbidity  and other  expense  experience  for the year and  judgment  as to the
appropriate level of statutory surplus to be retained by the Company. At the end
of the reporting period,  the Company  establishes a dividend  liability for the
pro-rata  portion  of the  dividends  expected  to be paid on or before the next
policy anniversary date.

Some of the Company's  policies and contracts require payment of fees in advance
for services that will be rendered over the estimated  lives of the policies and
contracts.  These  payments are  established as unearned  revenue  reserves upon
receipt and included in other policyholder funds in the consolidated  statements
of  financial  position.  These  unearned  revenue  reserves  are  amortized  to
operations  over the estimated lives of these policies and contracts in relation
to the emergence of estimated gross profit margins.

The  liability  for unpaid  accident  and health  claims is an  estimate  of the
ultimate  net cost of  reported  and  unreported  losses not yet  settled.  This
liability  is estimated  using  actuarial  analyses and case basis  evaluations.
Although  considerable  variability is inherent in such  estimates,  the Company
believes that the liability for unpaid claims is adequate.  These  estimates are
continually  reviewed and, as adjustments to this  liability  become  necessary,
such adjustments are reflected in current operations.

Recognition  of Premiums and Other  Considerations,  Fees and Other Revenues and
Benefits

Traditional individual life and health insurance products include those products
with fixed and  guaranteed  premiums and benefits,  and consist  principally  of
whole life and term life  insurance  policies.  Premiums from these products are
recognized as premium revenue when due.

Immediate  annuities  with life  contingencies  include  products with fixed and
guaranteed annuity  considerations and benefits and consist principally of group
and  individual  single  premium  annuities  with  life  contingencies.  Annuity
considerations from those products are recognized as revenue when due.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

Group life and health  insurance  premiums  are  generally  recorded  as premium
revenue over the term of the coverage.  Some group  contracts allow for premiums
to be  adjusted to reflect  emerging  experience.  Such  adjusted  premiums  are
recognized in the period that the related experience emerges. Fees for contracts
providing claim  processing or other  administrative  services are recorded over
the period the service is provided.

Related  policy  benefits and expenses for  individual and group life and health
insurance  products  are  associated  with  earned  premiums  and  result in the
recognition of profits over the expected lives of the policies and contracts.

Universal  life-type  policies are insurance  contracts  with terms that are not
fixed and  guaranteed.  Amounts  received as payments for such contracts are not
reported  as  premium  revenues.  Revenues  for  universal  life-type  insurance
contracts consist of policy charges for the cost of insurance, policy initiation
and  administration,  surrender  charges and other fees that have been  assessed
against policy account  values.  Policy  benefits and claims that are charged to
expense  include  interest  credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.

Investment   contracts  do  not  subject  the  Company  to  risks  arising  from
policyholder  mortality  or  morbidity,  and  consist  primarily  of  Guaranteed
Investment  Contracts ("GICs") and certain deferred annuities.  Amounts received
as payments for  investment  contracts are  established  as investment  contract
liability  balances  and are not  reported  as premium  revenues.  Revenues  for
investment  contracts  consist of  investment  income and policy  administration
charges.  Investment  contract  benefits  that are  charged to  expense  include
benefit claims incurred in the period in excess of related  investment  contract
liability  balances  and  interest  credited to  investment  contract  liability
balances.

Fees and other  revenues are earned for asset  management  services  provided to
retail and institutional clients based largely upon contractual rates applied to
the  market  value of the  client's  portfolio.  Additionally,  fees  and  other
revenues   are   earned  for   administrative   services   performed   including
recordkeeping and reporting services for retirement savings plans.

Fees and other revenues arising from the residential mortgage banking operations
consist of revenues  earned for servicing and originating  residential  mortgage
loans as well as marketing other products to servicing portfolio customers.  Net
revenues  are also  recognized  on the sale of  residential  mortgage  loans and
residential mortgage loan servicing rights.

Deferred Policy Acquisition Costs

Commissions and other costs  (underwriting,  issuance and agency  expenses) that
vary  with and are  primarily  related  to the  acquisition  of new and  renewal
insurance  policies and  investment  contract  business are  capitalized  to the
extent  recoverable.  Acquisition  costs that are not deferrable and maintenance
costs are charged to operations as incurred.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

Deferred policy acquisition costs for universal  life-type  insurance  contracts
and  participating  life insurance  policies and investment  contracts are being
amortized  over the lives of the  policies  and  contracts  in  relation  to the
emergence  of estimated  gross profit  margins.  This  amortization  is adjusted
retrospectively when estimates of current or future gross profits and margins to
be realized  from a group of products and  contracts  are revised.  The deferred
policy acquisition costs of  non-participating  term life insurance policies are
being  amortized over the  premium-paying  period of the related  policies using
assumptions consistent with those used in computing policyholder liabilities.

Deferred policy  acquisition costs are subject to recoverability  testing at the
time of policy issue and loss recognition  testing at the end of each accounting
period.  Deferred  policy  acquisition  costs would be written off to the extent
that it is determined that future policy premiums and investment income or gross
profit margins would not be adequate to cover related losses and expenses.

Reinsurance

The Company  enters into  reinsurance  agreements  with other  companies  in the
normal  course of  business.  The  Company may assume  reinsurance  from or cede
reinsurance  to other  companies.  Premiums  and  expenses  are  reported net of
reinsurance   ceded.  The  Company  is  contingently   liable  with  respect  to
reinsurance  ceded to other  companies  in the event the  reinsurer is unable to
meet the  obligations  it has  assumed.  At December  31,  2000,  1999 and 1998,
respectively,  the Company had reinsured  $13.2 billion,  $10.2 billion and $6.9
billion of life insurance in force, representing 9%, 7% and 5% of total net life
insurance  in force  through a single  third-party  reinsurer.  To minimize  the
possibility  of losses,  the Company  evaluates the  financial  condition of its
reinsurers and continually monitors concentrations of credit risk.

The effect of  reinsurance on premiums and other  considerations  and policy and
contract benefits and changes in reserves is as follows (in millions):



                                                                          Year ended December 31
                                                                     2000          1999          1998
                                                                 ------------------------------------------
   Premiums and other considerations:
                                                                                        
     Direct                                                          $4,074.8      $3,990.0      $3,799.9
     Assumed                                                             24.6           4.1          62.2
     Ceded                                                             (170.1)        (56.5)        (43.7)
                                                                 ------------------------------------------
   Net premiums and other considerations                             $3,929.3      $3,937.6      $3,818.4
                                                                 ==========================================




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)



                                                                          Year ended December 31
                                                                     2000          1999          1998
                                                                 ------------------------------------------

   Benefits, claims and settlement expenses:
                                                                                        
     Direct                                                          $5,302.6      $5,296.1      $5,051.5
     Assumed                                                              1.9          (1.3)         66.0
     Ceded                                                             (157.4)        (33.9)        (28.5)
                                                                 ------------------------------------------
   Net benefits, claims and settlement expenses                      $5,147.1      $5,260.9      $5,089.0
                                                                 ==========================================


Guaranty-fund Assessments

Guaranty-fund  assessments  are accrued for anticipated  assessments,  which are
estimated  using data available from various  industry  sources that monitor the
current status of open and closed insolvencies. The Company has also established
an other asset for assessments  expected to be recovered  through future premium
tax offsets.

Separate Accounts

The  separate  account  assets and  liabilities  presented  in the  consolidated
financial  statements  represent  the  fair  market  value  of  funds  that  are
separately  administered  by the Company for contracts with equity,  real estate
and fixed-income  investments.  Generally,  the separate account contract owner,
rather than the Company,  bears the investment risk of these funds. The separate
account  assets are legally  segregated and are not subject to claims that arise
out of any  other  business  of the  Company.  The  Company  receives  a fee for
administrative, maintenance and investment advisory services that is included in
the consolidated  statements of operations.  Net deposits, net investment income
and realized and  unrealized  capital gains and losses on the separate  accounts
are not reflected in the consolidated statements of operations.

Income Taxes

Principal  Mutual Holding  Company files a U.S.  consolidated  income tax return
that  includes  the Company  and all of its  qualifying  subsidiaries  and has a
policy of allocating  income tax expenses and benefits to companies in the group
based upon pro rata  contribution  of taxable  income or operating  losses.  The
Company is taxed at  corporate  rates on taxable  income  based on existing  tax
laws.  Current  income  taxes are charged or credited to  operations  based upon
amounts estimated to be payable or recoverable as a result of taxable operations
for the current year.  Deferred  income taxes are provided for the tax effect of
temporary  differences in the financial reporting and income tax bases of assets
and  liabilities  and net operating  losses using  enacted  income tax rates and
laws. The effect on deferred tax assets and deferred tax liabilities of a change
in tax rates is  recognized  in  operations in the period in which the change is
enacted.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

Foreign Exchange

The  Company's  foreign  subsidiaries'  statements  of  financial  position  and
operations  are translated at the current  exchange  rates and average  exchange
rates for the year, respectively.  Resulting translation adjustments for foreign
subsidiaries  and certain  other  transactions  are  reported as a component  of
equity.  Other  translation  adjustments for foreign currency  transactions that
affect cash flows are reported in current operations.

Pension and Postretirement Benefits

The Company accounts for its pension benefits and postretirement  benefits other
than pension (medical, life insurance and long-term care) using the full accrual
method.

Property and Equipment

Property  and  equipment  includes  home office  properties,  related  leasehold
improvements,  purchased  and  internally  developed  software  and other  fixed
assets.  Property and equipment use is shown in the  consolidated  statements of
financial  position  at  cost  less  allowances  for  accumulated  depreciation.
Provisions for  depreciation of property and equipment are computed  principally
on the  straight-line  method  over the  estimated  useful  lives of the assets.
Property and equipment and related  accumulated  depreciation are as follows (in
millions):
                                                             December 31
                                                         2000           1999
                                                     ---------------------------

   Property and equipment                                $846.3        $777.2
   Accumulated depreciation                              (375.1)       (319.3)
                                                     ---------------------------
   Property and equipment, net                           $471.2        $457.9
                                                     ===========================

Goodwill and Other Intangibles

Goodwill  and other  intangibles  include the cost of acquired  subsidiaries  in
excess of the fair value of the net assets (i.e., goodwill) and other intangible
assets which have been recorded in connection  with  acquisitions.  These assets
are  amortized  on a  straight-line  basis  generally  over 10 to 15 years.  The
carrying amount of goodwill and other  intangibles is reviewed  periodically for
indicators  of impairment  in value,  which in the view of management  are other
than  temporary,  including  unexpected  or adverse  changes in the  economic or
competitive  environments in which the Company operates,  profitability analyses
and the fair  value of the  relevant  subsidiary.  If  facts  and  circumstances
suggest that a subsidiary's goodwill is impaired,  the Company assesses the fair
value of the  underlying  business  and reduces  the  goodwill to an amount that
results in the book value of the subsidiary approximating fair value.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

Goodwill and other intangibles,  and related  accumulated  amortization,  are as
follows (in millions):
                                                            December 31
                                                        2000           1999
                                                     ---------------------------

   Goodwill                                             $137.9        $176.6
   Other intangibles                                       0.3          21.7
                                                     ---------------------------
                                                         138.2         198.3
   Accumulated amortization                              (44.1)        (45.8)
                                                     ---------------------------
   Total goodwill and other intangibles, net           $  94.1        $152.5
                                                     ===========================

Premiums Due and Other Receivables

Premiums due and other  receivables  include life and health insurance  premiums
due,   reinsurance   recoveries,   guaranty  funds  receivable  or  on  deposit,
receivables from the sale of securities and other receivables.

Mortgage Loan Servicing Rights

Mortgage loan servicing  rights  represent the cost of purchasing or originating
the right to service  mortgage loans.  These costs are capitalized and amortized
to operations over the estimated  remaining lives of the underlying  loans using
the interest method and taking into account appropriate prepayment  assumptions.
Capitalized  mortgage  loan  servicing  rights  are  periodically  assessed  for
impairment,  which is  recognized in the  consolidated  statements of operations
during the period in which  impairment  occurs by  establishing a  corresponding
valuation allowance.  For purposes of performing its impairment evaluation,  the
Company stratifies the servicing portfolio on the basis of specified predominant
risk  characteristics,  including loan type and note rate. A valuation  model is
used to  determine  the fair value at each  stratum.  Cash flows are  calculated
using  an  internal  prepayment  model  and  discounted  at a spread  to  London
Inter-Bank  Offer  Rates.  External  valuations  are  obtained  for  comparative
purposes.  Impairment  (recovery) of mortgage loan  servicing  rights was $(0.5)
million, $(53.2) million and $51.9 million in 2000, 1999 and 1998, respectively.

Comprehensive Income (Loss)

Comprehensive  income  (loss)  includes  all  changes in equity  during a period
except those resulting from  investments by shareholders  and  distributions  to
shareholders, which would not be applicable to a mutual holding company.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

The following table sets forth the adjustments necessary to avoid duplication of
items that are  included  as part of net income for a year that had been part of
other comprehensive income in prior years (in millions):



                                                                                December 31
                                                                     2000          1999          1998
                                                                 ------------------------------------------
   Unrealized gains (losses) on available-for-sale securities
                                                                                       
     arising during the year                                         $252.6       $(1,037.9)    $(531.8)
   Adjustment for realized gains (losses) on available-for-sale
     securities included in net income
                                                                      (29.4)          189.9       240.2
                                                                 ------------------------------------------
   Unrealized gains (losses) on available-for-sale securities,
     as adjusted                                                     $223.2       $  (848.0)    $(291.6)
                                                                 ==========================================


The above  adjustment  for net realized gains on  available-for-sale  securities
included  in  net  income  is  presented  net of  tax,  related  changes  in the
amortization  patterns of deferred policy acquisition costs and unearned revenue
reserves.

Reclassifications

Reclassifications  have  been made to the 1998 and 1999  consolidated  financial
statements to conform to the 2000 presentation.

Accounting Changes

In June 1998,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement No. 133, Accounting for Derivative  Instruments and Hedging Activities
("SFAS  133").  In June 1999,  Statement  No.  137,  Accounting  for  Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133 ("SFAS 137") was issued  deferring the effective  date of SFAS
133 by one year.  The new  effective  date for the  Company to adopt SFAS 133 is
January 1, 2001. In June 2000, the FASB issued Statement No. 138, Accounting for
Certain  Derivative  Instruments and Certain Hedging  Activities an amendment of
FASB Statement No. 133 which amended the  accounting and reporting  standards of
SFAS 133 for certain derivative instruments and certain hedging activities. SFAS
133 will  require  the Company to include all  derivatives  in the  consolidated
statement of financial position at fair value. The accounting for changes in the
fair value of a derivative  depends on its intended  use.  Changes in derivative
fair values will either be  recognized  in earnings as offsets to the changes in
fair value of related hedged assets,  liabilities  and firm  commitments or, for
forecasted  transactions,  deferred  and recorded as a component of equity until
the hedged  transactions  occur and are recognized in earnings.  The ineffective
portion  of a hedging  derivative's  change in fair  value  will be  immediately
recognized in earnings. Derivatives not used in hedging



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

activities must be adjusted to fair value through earnings.  The Company adopted
SFAS  133  effective   January  1,  2001.  The  Company   evaluated  the  effect
implementation  would have on its reported  results of operations  and financial
position, based on derivatives holdings and market conditions as of December 31,
2000. That evaluation  indicated that the  implementation  of SFAS 133 would not
have had a material  impact on the results of operations and financial  position
as of and for the year ended December 31, 2000.

On January 1, 1999, the Company  implemented  the Statement of Position  ("SOP")
98-1,  Accounting for the Costs of Computer  Software  Developed or Obtained for
Internal  Use.  SOP 98-1  defines  internal  use  software  and  when the  costs
associated with internal use should be capitalized.  The  implementation did not
have a material impact on the Company's consolidated financial statements.

In December 2000, the Accounting  Standards Executive Committee issued Statement
of Position 00-3,  Accounting by Insurance  Enterprises for  Demutualization and
Formation of Mutual Insurance  Holding  Companies and for Certain  Long-Duration
Participating  Contracts.  The  effective  date for  adoption of SOP 00-3,  with
retroactive  application  and  restatement  of all previously  issued  financial
statements,  is for fiscal years  beginning  after  December 15, 2000,  however,
early adoption is encouraged by the Accounting  Standards  Executive  Committee.
The  Statement  provides  guidance on  accounting  by  insurance  companies  for
demutualization  and the formation of mutual insurance  holding  companies.  The
Statement specifies that closed block assets, liabilities, revenues and expenses
should be displayed  together with all other assets,  liabilities,  revenues and
expenses of the insurance enterprise based on the nature of the particular item,
with  appropriate  disclosures  relating to the closed block. The Statement also
provides guidance  regarding:  accounting for  predemutualization  participating
contracts, establishment of a policyholder dividend obligation for earnings that
relate to the closed block,  but do not inure to  stockholders,  if  applicable,
accounting for participating policies sold outside the closed block,  accounting
for  expenses  related  to a  demutualization  and  the  formation  of an  MIHC,
accounting for retained earnings and other  comprehensive  income and accounting
for a  distribution  from an MIHC to its members.  The Company early adopted SOP
00-3 during 2000, and financial  statements for all periods  presented have been
reclassified to reflect the guidance set forth in SOP 00-3. See Note 7.


2. Related Party Transactions

The  Company  and  its  direct  parent,   Principal  Financial  Services,   Inc.
("Principal Financial Services"), are parties to a cash advance agreement, which
allows those entities to pool their available cash in order to more  efficiently
and  effectively  invest their cash. The cash advance  agreement  allows (i) the
Company to advance cash to Principal  Financial Services in aggregate  principal
amounts not to exceed $1.0 billion,  with such advanced amounts earning interest
at the daily 30-day "AA" Financial  Commercial  Paper Discount Rate published by
the Federal Reserve (the "Internal Crediting Rate"); and (ii)



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




2. Related Party Transactions (continued)

Principal  Financial  Services  to  advance  cash to the  Company  in  aggregate
principal  amounts  not to exceed  $250.0  million,  with such  advance  amounts
earning interest at the Internal Crediting Rate plus 5 basis points to reimburse
Principal  Financial  Services for the costs incurred in maintaining  short-term
investing and borrowing programs. Under this cash advance agreement, the Company
had a receivable from Principal  Financial Services of $843.6 million and $284.4
million at December 31, 2000 and 1999, respectively.


3. Mergers, Acquisitions and Divestitures

On December  21, 2000,  the Company  entered into an agreement to dispose of the
stock of Principal  International  Espana, S.A. de Seguros de Vida, a subsidiary
in Spain.  The  transaction  is expected to be completed in the first quarter of
2001,  after which the Company  will have no business  operations  in Spain.  In
2000, the consolidated  financial  statements included $222.7 million in assets,
$49.4 million in revenues and $(1.2)  million of pretax losses  related to these
operations.

Beginning  January 1, 2000, the Company ceased new sales of Medicare  supplement
insurance and  effective  July 1, 2000,  the Company  entered into a reinsurance
agreement  to  reinsure  100% of the  Medicare  supplement  insurance  block  of
business.  Medicare supplement insurance premiums were $98.4 million for the six
months  ended June 30, 2000 and $164.6  million for the year ended  December 31,
1999.

During 1999,  various  other  acquisitions  were made by the Company at purchase
prices aggregating $13.5 million.  The acquisitions were all accounted for using
the purchase  method and the results of  operations  of the acquired  businesses
have been included in the  financial  statements  of the  subsidiaries  from the
dates of acquisition.  Such acquired  companies had total assets at December 31,
1999 and total 1999 revenue of $17.0 million and $11.6 million, respectively.

Effective  April 1,  1998,  the  Company  transferred  substantially  all of its
managed care operations with Coventry Corporation in exchange for a non-majority
ownership  position in the  resulting  entity,  Coventry  Health Care,  Inc. The
Company's  investment in Coventry  Health Care,  Inc. is accounted for using the
equity  method.  Net  equity of the  transferred  business  on April 1, 1998 was
$170.0 million. Consolidated financial results for 1997 included total assets at
December 31, 1997, and total revenues and pretax loss for the year then ended of
approximately $419.0 million, $883.3 million and $(26.1) million,  respectively,
for the transferred  business.  In September 2000, the Company sold a portion of
its equity ownership position,  which reduced its ownership to approximately 25%
and resulted in a realized capital gain of $13.9 million, net of tax.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Mergers, Acquisitions and Divestitures (continued)

During 1998,  various  acquisitions  were made by the Company at purchase prices
aggregating  $224.5 million.  The acquisitions  were all accounted for using the
purchase  method and the results of operations of the acquired  businesses  have
been included in the financial  statements of the subsidiaries from the dates of
acquisition.  Such acquired  companies had total assets at December 31, 1998 and
total 1998 revenue of $458.8 million and $58.3 million, respectively.

During 1998,  various  divestitures  were made by the Company at selling  prices
aggregating  $117.9 million and $15.3 million in net realized capital gains were
realized as a result of these  divestitures.  In 1997, the financial  statements
included $151.6 million in assets,  $205.7 million in revenues and $19.8 million
of pretax losses related to these subsidiaries.

Effective July 1, 1998, the Company no longer  participates in reinsurance pools
related to the Federal  Employee  Group Life  Insurance  and Service  Group Life
Insurance  programs.  In 1997, the premium assumed from these  arrangements  was
approximately $84.9 million.

4. Investments

Under  SFAS No.  115,  Accounting  for  Certain  Investments  in Debt and Equity
Securities,   securities   are  generally   classified  as   available-for-sale,
held-to-maturity,  or  trading.  The  Company has  classified  its entire  fixed
maturities  portfolio  as  available-for-sale,  although  it  is  generally  the
Company's  intent to hold these  securities  to  maturity.  The Company has also
classified all equity securities as available-for-sale. Securities classified as
available-for-sale are reported at fair value in the consolidated  statements of
financial  position with the related unrealized holding gains and losses on such
available-for-sale  securities  reported as a separate component of equity after
adjustments for related changes in deferred policy acquisition  costs,  unearned
revenue reserves and deferred income taxes.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




4. Investments (continued)

The cost,  gross  unrealized gains and losses and fair value of fixed maturities
and equity securities  available-for-sale  as of December 31, 2000 and 1999, are
as follows (in millions):



                                                                    Gross           Gross
                                                                 Unrealized      Unrealized         Fair
                                                    Cost            Gains          Losses          Value
                                               ---------------------------------------------------------------
                                               ---------------------------------------------------------------
   December 31, 2000 Fixed maturities:
     United States Government and
                                                                                        
        agencies                                   $    23.2         $  0.1         $  0.2          $    23.1
     Foreign governments                               692.8           25.0            5.3              712.5
     States and political subdivisions                 287.4           12.5            4.2              295.7
     Corporate - public                              8,795.2          216.5          129.3            8,882.4
     Corporate - private                             9,807.6          208.9          206.0            9,810.5
     Mortgage-backed and other asset-backed
       securities                                    6,244.2          208.0           34.3            6,417.9
                                               ---------------------------------------------------------------
   Total fixed maturities                          $25,850.4         $671.0         $379.3          $26,142.1
                                               ===============================================================
                                               ===============================================================
   Total equity securities                         $   773.9         $190.6         $254.2          $   710.3
                                               ===============================================================
                                               ===============================================================

   December 31, 1999 Fixed maturities:
     United States Government and agencies
                                                   $   163.6         $    -         $  1.7          $   161.9
     Foreign governments                               820.1           18.7           15.1              823.7
     States and political subdivisions                 176.1            1.3            9.9              167.5
     Corporate - public                              5,425.4           74.4          140.6            5,359.2
     Corporate - private                            11,474.5          106.7          363.0           11,218.2
     Mortgage-backed and other asset-backed
       securities                                    5,832.2           12.6          133.9            5,710.9
                                               ---------------------------------------------------------------
   Total fixed maturities                          $23,891.9         $213.7         $664.2          $23,441.4
                                               ===============================================================
   Total equity securities                         $   720.8         $176.3         $ 32.9          $   864.2
                                               ===============================================================




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




4. Investments (continued)

The cost and fair value of fixed maturities  available-for-sale  at December 31,
2000, by expected maturity, are as follows (in millions):



                                                                                  Cost         Fair Value
                                                                              -------------------------------
                                                                              -------------------------------

                                                                                           
   Due in one year or less                                                       $  1,111.7      $ 1,099.4
   Due after one year through five years                                           9,727.5         9,726.9
   Due after five years through ten years                                          5,135.9         5,213.5
   Due after ten years                                                             3,631.1         3,684.4
                                                                              -------------------------------
                                                                              -------------------------------
                                                                                  19,606.2        19,724.2
   Mortgage-backed and other asset-backed securities                               6,244.2         6,417.9
                                                                              -------------------------------
                                                                              -------------------------------
   Total                                                                         $25,850.4       $26,142.1
                                                                              ===============================


The above summarized activity is based on expected maturities. Actual maturities
may differ because borrowers may have the right to call or pre-pay obligations.

Major  categories  of net  investment  income  are  summarized  as  follows  (in
millions):



                                                                          Year ended December 31
                                                                   2000           1999           1998
                                                               ---------------------------------------------

                                                                                       
   Fixed maturities, available-for-sale                           $1,856.5      $1,711.1        $1,587.5
   Equity securities, available-for-sale                              67.5          46.1            31.6
   Mortgage loans                                                  1,005.0       1,111.1         1,143.0
   Real estate                                                       171.0         187.5           143.2
   Policy loans                                                       55.1          50.2            50.9
   Cash and cash equivalents                                          69.9          20.9             8.8
   Other                                                              43.3          43.3           108.1
                                                               ---------------------------------------------
                                                               ---------------------------------------------
                                                                   3,268.3       3,170.2         3,073.1

   Less investment expenses                                         (152.8)       (124.4)         (139.3)
                                                               ---------------------------------------------
                                                               ---------------------------------------------
   Net investment income                                          $3,115.5      $3,045.8        $2,933.8
                                                               =============================================




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




4. Investments (continued)

The major components of net realized capital gains on investments are summarized
as follows (in millions):


                                                                            Year ended December 31
                                                                      2000          1999           1998
                                                                  -------------------------------------------

   Fixed maturities, available-for-sale:
                                                                                         
     Gross gains                                                     $  28.9       $  31.2        $ 61.4
     Gross losses                                                     (155.0)       (125.4)        (33.5)
   Equity securities, available-for-sale:
     Gross gains                                                        84.2         408.7         341.7
     Gross losses                                                       (3.9)        (25.7)        (38.8)
   Mortgage loans                                                        8.6          (8.9)          6.3
   Real estate                                                          82.3          56.4         120.6
   Other                                                               106.7         120.3           8.1
                                                                  -------------------------------------------
   Net realized capital gains                                        $ 151.8       $ 456.6        $465.8
                                                                  ===========================================


Proceeds from sales of  investments  (excluding  call and maturity  proceeds) in
fixed maturities were $5.5 billion,  $5.5 billion and $2.8 billion in 2000, 1999
and 1998 respectively.  Of the 2000, 1999 and 1998 proceeds,  $2.6 billion, $3.8
billion  and $2.2  billion,  respectively,  relates to sales of  mortgage-backed
securities.   The  Company  actively  manages  its  mortgage-backed   securities
portfolio to control prepayment risk. Gross gains of $2.0 million,  $2.1 million
and $23.0  million and gross  losses of $40.1  million,  $60.3  million and $7.0
million  in  2000,  1999  and  1998,  respectively,  were  realized  on sales of
mortgage-backed  securities.  At December  31,  1999,  the Company had  security
purchases   payable   totaling  $21.9  million  relating  to  the  purchases  of
mortgage-backed securities at forward dates.

The net  unrealized  gains and losses on  investments  in fixed  maturities  and
equity  securities  available-for-sale  is reported as a separate  component  of
equity, reduced by adjustments to deferred policy acquisition costs and unearned
revenue  reserves  that  would  have  been  required  as a charge  or  credit to
operations  had such amounts been realized and a provision  for deferred  income
taxes.   The  cumulative   amount  of  net   unrealized   gains  and  losses  on
available-for-sale securities is as follows (in millions):


                                                                                       December 31
                                                                                   2000           1999
                                                                               -----------------------------
                                                                                          
   Net unrealized gains and losses on fixed maturities, available-for-sale         $284.3       $(437.6)
   Net unrealized gains and losses on equity securities, available-for-sale,
     including seed money in separate accounts                                      (63.9)        206.1
   Adjustments for assumed changes in amortization patterns:
     Deferred policy acquisition costs                                              (43.2)         79.4
     Unearned revenue reserves                                                        2.9         (12.3)
   Provision for deferred income (taxes) tax benefit                                (59.0)         62.3
                                                                               -----------------------------
   Net unrealized gains and losses on available-for-sale securities                $121.1       $(102.1)
                                                                               =============================




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




4. Investments (continued)

The corporate  private  placement  bond  portfolio is  diversified by issuer and
industry.  Restrictive  bond  covenants are monitored by the Company to regulate
the activities of issuers and control their leveraging capabilities.

Commercial  mortgage loans and corporate  private  placement bonds originated or
acquired by the Company represent its primary areas of credit risk exposure.  At
December 31, 2000 and 1999, the commercial  mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:



               Geographic Distribution                              Property Type Distribution
                                     December 31                                          December 31
                                   2000        1999                                     2000       1999
                                -----------------------                              -----------------------

                                                                                     
   New England                       5%          5%       Office                         30%        31%
   Middle Atlantic                  15          14        Retail                         34         33
   East North Central                9          10        Industrial                     31         32
   West North Central                4           5        Apartments                      4          3
   South Atlantic                   24          25        Hotel                           1          1
   East South Central                4           3        Mixed use/other                 1          1
   West South Central                8           7        Valuation allowance            (1)        (1)
   Mountain                          6           5
   Pacific                          26          27
   Valuation allowance              (1)         (1)



Mortgage  loans on real estate are considered  impaired  when,  based on current
information  and  events,  it is  probable  that the  Company  will be unable to
collect all amounts due according to  contractual  terms of the loan  agreement.
When the Company  determines  that a loan is impaired,  a provision  for loss is
established for the difference  between the carrying amount of the mortgage loan
and the estimated value. Estimated value is based on either the present value of
the expected future cash flows discounted at the loan's effective interest rate,
the  loan's  observable  market  price  or fair  value  of the  collateral.  The
provision for losses is reported as a net realized capital loss.

Mortgage loans deemed to be uncollectible  are charged against the allowance for
losses and subsequent  recoveries are credited to the allowance for losses.  The
allowance for losses is maintained at a level believed adequate by management to
absorb estimated probable credit losses. Management's periodic evaluation of the
adequacy of the allowance  for losses is based on the  Company's  past loan loss
experience,  known and inherent risks in the portfolio,  adverse situations that
may  affect  the  borrower's  ability  to  repay,  the  estimated  value  of the
underlying  collateral,  composition  of the loan  portfolio,  current  economic
conditions and other relevant factors.  The evaluation is inherently  subjective
as it requires  estimating  the amounts and timing of future cash flows expected
to be received on impaired loans that may change.



                       Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




4. Investments (continued)

A summary of the changes in the mortgage loan allowance for losses is as follows
(in millions):



                                                                                    December 31
                                                                           2000        1999        1998
                                                                        ------------------------------------

                                                                                          
   Balance at beginning of year                                            $117.8      $113.0      $121.4
   Provision for losses                                                       5.4         9.2         7.3
   Releases due to write-downs, sales and foreclosures                      (12.8)       (4.4)      (15.7)
                                                                        ------------------------------------
   Balance at end of year                                                  $110.4      $117.8      $113.0
                                                                        ====================================


The Company was servicing approximately 582,000 and 555,000 residential mortgage
loans with aggregate  principal balances of approximately  $55,987.4 million and
$51,875.5  million at December 31, 2000 and 1999,  respectively.  In  connection
with these mortgage  servicing  activities,  the Company held funds in trust for
others totaling  approximately $343.8 million and $334.0 million at December 31,
2000  and  1999,  respectively.  In  connection  with  its  loan  administration
activities,  the  Company  advances  payments of  property  taxes and  insurance
premiums  and also  advances  principal  and  interest  payments to investors in
advance of collecting funds from specific mortgagors.  In addition,  the Company
makes  certain  payments  of attorney  fees and other costs  related to loans in
foreclosure.  These amounts  receivable  are  recorded,  at cost, as advances on
serviced loans.  Amounts  advanced are considered in management's  evaluation of
the adequacy of the mortgage loan allowance for losses.

In June 2000, the Company's  mortgage  banking segment created a special purpose
entity to provide an  off-balance  sheet  source of  funding  for the  Company's
residential  mortgage loan production.  The Company sells  residential  mortgage
loans to the special purpose entity, where they are warehoused until sold to the
final investor. A maximum of $1 billion may be warehoused by the special purpose
entity at any given time.  Through December 31, 2000,  $5,340.8 million of loans
had been sold to the special purpose entity and $688.2 million was warehoused by
the  special  purpose  entity at December  31,  2000.  The  Company  remains the
servicer of the mortgage loans and also performs secondary marketing, accounting
and various  administrative  functions on behalf of the special  purpose entity.
The special purpose entity is owned by unaffiliated  equity certificate  holders
and thus, is not consolidated with the Company.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




4. Investments (continued)

In  October  2000,  the  Company's   mortgage   banking  unit  also  created  an
unconsolidated   qualifying  special  purpose  entity  ("QSPE")  to  provide  an
off-balance  sheet  source  of  funding  for up to $250  million  of  qualifying
delinquent mortgage loans. The Company sells qualifying  delinquent loans to the
QSPE,  which then  pledges  the loans to secure its  borrowings  from a Delaware
business trust.  The trust funds its loan to the QSPE by selling  participations
certifications to commercial paper conduit purchasers.  Mortgage loans remain in
the QSPE until they are processed  through  claims,  reinstated or paid off. The
Company is retained  as the  servicer on the  mortgage  loans and also  performs
accounting  and  various  administrative  functions  on behalf of the QSPE.  The
Company's retained interest in the mortgage loans of $10.2 million is classified
as other assets in the consolidated statements of financial position.

Real estate  holdings and related  accumulated  depreciation  are as follows (in
millions):

                                                           December 31
                                                       2000           1999
                                                    ----------------------------

   Investment real estate                            $   813.4      $1,339.6
   Accumulated depreciation                             (117.1)       (161.0)
                                                    ----------------------------
                                                         696.3       1,178.6
   Properties held for sale                              695.4       1,033.4
                                                    ----------------------------
   Real estate, net                                   $1,391.7      $2,212.0
                                                    ============================

Included in other investments are properties owned jointly with venture partners
and  operated  by the  partners.  Joint  ventures  in which the  Company  has an
interest  have  mortgage  loans with the  Company of $612.1  million  and $760.1
million at December 31, 2000 and 1999, respectively. The Company is committed to
providing  additional  mortgage  financing for such joint  ventures  aggregating
$71.5 million and $76.8 million at December 31, 2000 and 1999, respectively.


5. Securitization Transactions

Commercial Mortgage Loans

During  2000  and  1999,   the  Company  sold   commercial   mortgage  loans  in
securitization  transactions.  In each of  those  securitizations,  the  Company
retained primary  servicing  responsibilities  and other interests.  The Company
receives annual servicing fees  approximating  0.01 percent,  which approximates
cost.  The  investors  and the  securitization  trusts  have no  recourse to the
Company's  other assets for failure of debtors to pay when due. The value of the
Company's retained interests is subject primarily to credit risk.



                       Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




5. Securitization Transactions (continued)

In  2000,  the  Company   recognized   pretax  gains  of  $0.7  million  on  the
securitization of commercial mortgage loans.

Key economic assumptions used in measuring the retained interests at the date of
securitization  resulting from transactions completed during the year included a
cumulative default rate between five and eight percent. The assumed range of the
loss  severity,  as a  percentage  of  defaulted  loans,  was  between 13 and 25
percent.  The low end of the loss  severity  range  relates  to a  portfolio  of
seasoned  loans.  The high end of the loss severity range relates to a portfolio
of newly issued loans.

At December  31,  2000,  the fair values of  retained  interests  related to the
securitizations  of commercial  mortgage loans were $65.2 million.  Key economic
assumptions  and the  sensitivity  of the current  fair values of residual  cash
flows were tested to one and two standard  deviations  from the expected  rates.
The  changes  in the fair  values  at  December  31,  2000 as a result  of these
assumptions were not significant.

Residential Mortgage Loans

During  2000  and  1999,  the  Company  sold   residential   mortgage  loans  in
securitization  transactions.  In those  securitizations,  the Company  retained
servicing  responsibilities  and  subordinated  interests.  The Company receives
annual servicing fees  approximating 0.4 percent of the outstanding  balance and
rights to future cash flows arising after the investors have received the return
for which they have contracted.  The investors have no recourse to the Company's
other  assets for  failure of debtors to pay when due.  The  Company's  retained
interests are subordinate to the investor's interests. Their value is subject to
prepayment and interest rate risks on the transferred assets.

In  2000,  the  Company   recognized   pretax  gains  of  $9.4  million  on  the
securitization of residential mortgage loans.

The key  economic  assumptions  used in  determining  the fair value of mortgage
servicing rights at the date of  securitization  resulting from  securitizations
completed in 2000 were as follows:

               Weighted average life (years)                              6.87
               Prepayment speed                                          11.81%
               Static yield to maturity discount rate                    10.74%


Prepayment  speed is the constant  prepayment  rate that results in the weighted
average life disclosed above.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




5. Securitization Transactions (continued)

At December  31, 2000,  key  economic  assumptions  and the  sensitivity  of the
current  fair value of the  mortgage  servicing  rights to  immediate  10 and 20
percent adverse changes in those assumptions are as follows ($ in millions):

           Fair value of retained interests                        $1,193.4
           Expected weighted average life (in years)                    6.7
           Prepayment speed                                           12.43%
           Decrease in fair value of 10% adverse change            $   45.7
           Decrease in fair value of 20% adverse change            $   87.1
           Static yield to maturity discount rate                      9.44%
           Decrease in fair value of 10% adverse change            $   73.8
           Decrease in fair value of 20% adverse change            $  147.7

These  sensitivities  are hypothetical  and should be used with caution.  As the
figures indicate,  changes in fair value based on a 10% variation in assumptions
generally  cannot be extrapolated  because the relationship of the change in the
assumption  to the change in fair value may not be  linear.  Also,  in the above
table, the effect of a variation in a particular assumption on the fair value of
the servicing  rights is  calculated  independently  without  changing any other
assumption.  In reality,  changes in one factor may result in change in another,
which might magnify or counteract  the  sensitivities.  For example,  changes in
prepayment speed estimates could result in changes in the discount rate.

The table below summarizes cash flows received from and paid to  securitizations
trusts for the year ended December 31, 2000 (in millions):

           Proceeds from new securitizations                        $9,624.5
           Servicing fees received                                     237.5
           Other cash flows received on retained interests              29.4


6. Derivatives Held or Issued for Purposes Other Than Trading

The Company  uses  exchange-traded  interest  rate  futures and  mortgage-backed
securities  forwards to hedge against  interest rate risks. The Company attempts
to match the timing of when interest  rates are committed on insurance  products
and on new investments.  However, timing differences do occur and can expose the
Company to fluctuating interest rates. Interest rate futures and mortgage-backed
securities  forwards are used to minimize these risks. In these  contracts,  the
Company is subject to the risk that the counterparties  will fail to perform and
to the risks associated with changes in the value of the underlying  securities;
however,  such changes in value generally are offset by opposite  changes in the
value of the hedged  items.  Futures  contracts are marked to market and settled
daily,  which minimizes the  counterparty  risk. The notional amounts of futures
contracts represent the extent of the Company's involvement.



                       Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




6. Derivatives Held or Issued for Purposes Other Than Trading (continued)

The Company uses  interest  rate swaps to more closely  match the interest  rate
characteristics  of its assets with those of its liabilities.  Swaps are used in
asset  and  liability  management  to modify  duration  and  match  cash  flows.
Occasionally,  the Company will sell a callable investment-type contract and may
use interest  rate  swaptions or similar  instruments  to transform the callable
liability  into a fixed term  liability.  In  addition,  the Company may sell an
investment-type  contract with  attributes  tied to market indices in which case
the Company  uses a call option to  transform  the  liability  into a fixed rate
liability.  The  Company's  current  credit  exposure on swaps is limited to the
value of interest  rate swaps that have become  favorable  to the  Company.  The
average unexpired terms of the swaps were  approximately  four years at December
31,  2000 and five  years at  December  31,  1999.  The net  amount  payable  or
receivable  from  interest  rate swaps is accrued as an  adjustment  to interest
income.  The  Company's  interest  rate swap  agreements  include  cross-default
provisions when two or more swaps are transacted with a given counterparty.

The Company  enters into  currency  exchange  swap  agreements  to convert  both
principal and interest payments of certain foreign denominated fixed rate assets
and  liabilities  into U.S.  dollar  denominated  instruments  to eliminate  the
exposure to future currency volatility on those items. At December 31, 2000, the
Company had various foreign currency exchange agreements with maturities ranging
from 2001 to 2019.  At December 31, 1999,  such  maturities  ranged from 2000 to
2018. The average  unexpired term of the swaps was  approximately  five years at
December 31, 2000 and six years at December 31, 1999.

The Company manages the risk on its commercial  mortgage loan pipeline by buying
and selling  mortgage-backed  securities in the forward  markets,  interest rate
swaps,  interest  rate  futures,  and  treasury  rate  guarantees.  Such futures
contracts are marked to market and settled daily.

The Company manages risk on its residential mortgage loan pipeline by buying and
selling  mortgage-backed  securities  in the forward  markets,  over-the-counter
options on  mortgage-backed  securities,  U.S.  Treasury  futures  contracts and
options on Treasury  futures  contracts.  The  Company  entered  into  mandatory
forward,  option and futures  contracts to reduce  interest rate risk on certain
mortgage  loans  held for sale and  other  commitments.  The  forward  contracts
provide for the delivery of securities at a specified future date at a specified
price or yield. In the event the  counterparty is unable to meet its contractual
obligations, the Company may be exposed to the risk of selling mortgage loans at
prevailing  market prices.  The effect of these  contracts was considered in the
lower of cost or market calculation of mortgage loans held for sale.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




6. Derivatives Held or Issued for Purposes Other Than Trading (continued)

The Company has committed to originate  approximately  $695.2 million and $372.0
million  of   residential   mortgage  loans  at  December  31,  2000  and  1999,
respectively,   subject  to  borrowers   meeting  the   Company's   underwriting
guidelines.  These  commitments  call for the  Company  to fund such  loans at a
future date with a specified  rate at a specified  price.  Because the borrowers
are not  obligated  to close the loans,  the Company is exposed to risks that it
may not have  sufficient  mortgage  loans to  deliver to its  mandatory  forward
contracts and, thus, would be obligated to purchase mortgage loans at prevailing
market rates to meet such commitments. Conversely, the Company is exposed to the
risk that more loans than expected will close,  and the loans would then be sold
at current market prices.

The Company uses interest rate floors,  futures contracts and options on futures
contracts  in hedging a portion of its  portfolio of mortgage  servicing  rights
from prepayment  risk associated with changes in interest rates.  The floors and
contracts  provide  for the receipt of payments  when  interest  rates are below
predetermined interest rate levels. The premiums paid for floors are included in
other assets in the Company's consolidated statements of financial position.

With regard to its  international  operations,  the Company  attempts to conduct
much of its business in the functional currency of the country of operation.  At
times,  the Company is unable to do so and it uses  foreign  currency  forwards,
foreign  currency sways and interest rate swaps to hedge the resulting  currency
risk.

The notional amounts and credit exposure of the Company's  derivative  financial
instruments by type are as follows (in millions):

                                                             December 31
                                                         2000           1999
                                                      --------------------------

   Notional amounts of derivative instruments
   Foreign currency swaps                               $ 2,745.0      $ 1,571.5
   Interest rate floors                                   2,450.0        5,550.0
   Interest rate swaps                                    2,391.5        1,298.5
   Mortgage-backed forwards and options                   1,898.3        1,546.7
   Swaptions                                                697.7          469.7
   Call options                                              30.0           30.0
   U.S. Treasury futures                                    183.2          287.6
   Currency forwards                                         39.4           13.0
   Treasury rate guarantees                                  60.0            -
                                                      --------------------------
                                                      --------------------------
   Total notional amounts at end of year                $10,495.1      $10,767.0
                                                      ==========================



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




6. Derivatives Held or Issued for Purposes Other Than Trading (continued)

                                                               December 31
                                                           2000            1999
                                                      --------------------------
   Credit exposure of derivative instruments
   Foreign currency swaps                                 $ 45.3         $ 69.2
   Interest rate floors                                     20.0           15.1
   Interest rate swaps                                      14.1           21.6
   Mortgage-backed forwards and options                      -              6.0
   Swaptions                                                11.8            8.7
   Call options                                             12.3           19.0
   Currency forwards                                         5.5            -
                                                      --------------------------
                                                      --------------------------
   Total credit exposure at end of year                   $109.0         $139.6
                                                      ==========================


7. Closed Block

Summarized  financial  information  of  the  Closed  Block  is  as  follows  (in
millions):

                                                              December 31
                                                          2000           1999
                                                      --------------------------
   Assets
   Fixed maturities available-for-sale                   $2,182.2      $1,781.7
   Mortgage loans                                           919.4       1,035.9
   Policy loans                                             770.0         752.1
   Other investments                                          1.3           1.2
                                                     ---------------------------
   Total investments                                      3,872.9       3,570.9

   Cash and cash equivalents                                 22.7          23.9
   Accrued investment income                                 72.4          62.9
   Deferred policy acquisition costs                        524.7         639.1
   Premiums due and other receivables                        14.7          20.6
                                                      --------------------------
                                                         $4,507.4      $4,317.4
                                                      ==========================
   Liabilities
   Future policy benefits and claims                     $5,032.4      $4,864.3
   Other policyholder funds                                 406.9         405.8
   Other liabilities                                        108.5         124.5
                                                      --------------------------
                                                         $5,547.8      $5,394.6
                                                      ==========================



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




7. Closed Block (continued)



                                                                               Year ended December 31
                                                                               2000             1999
                                                                         -----------------------------------
   Revenues and expenses
                                                                                         
   Premiums and other considerations                                          $ 752.5          $ 764.4
   Net investment income                                                        289.9            269.3
   Other income (expense)                                                        (5.0)            (2.0)
   Benefits, claims and settlement expenses                                    (601.2)          (614.5)
   Dividends to policyholders                                                  (307.7)          (295.9)
   Operating expenses                                                           (77.8)          (110.6)
                                                                         -----------------------------------
   Contribution from Closed Block (before income taxes)                       $  50.7          $  10.7
                                                                         ===================================


As described in Note 1, the formation of the closed block  required an actuarial
calculation including expectations of future earnings related to policies in the
closed block.  Subsequent to formation,  cumulative actual earnings in excess of
cumulative  expected  earnings  (which are not  revised in future  periods)  are
required to be  recorded as a  policyholder  dividend  obligation.  From date of
formation  through December 31, 2000,  cumulative actual earnings have been less
than  cumulative  expected  earnings,  and the resulting  negative  policyholder
dividend obligation balance has not been recognized.


8. Deferred Policy Acquisition Costs

Policy acquisition costs deferred and amortized in 2000, 1999  and  1998 are  as
follows (in millions):


                                                                                December 31
                                                                     2000          1999          1998
                                                                 ------------------------------------------

                                                                                        
   Balance at beginning of year                                     $1,430.9      $1,104.7       $1,057.5
   Cost deferred during the year                                       263.6         253.8          229.1
   Amortized to expense during the year                               (238.6)       (173.7)        (219.0)
   Effect of unrealized (gains) losses                                (122.6)        246.1           37.1
                                                                 ------------------------------------------
   Balance at end of year                                           $1,333.3      $1,430.9       $1,104.7
                                                                 ==========================================





                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




9. Insurance Liabilities

Major  components  of  contractholder  funds in the  consolidated  statements of
financial position, are summarized as follows (in millions):

                                                             December 31
                                                         2000           1999
                                                     ---------------------------
   Liabilities for investment-type contracts:
     Guaranteed investment contracts                    $14,779.6     $15,935.5
     U.S. funding agreements                                772.1         742.9
     International funding agreements backing
       medium-term notes                                  2,475.3       1,139.0
     Other investment-type contracts                      2,537.0       3,117.1
                                                     ---------------------------
   Total liabilities for investment-type contracts       20,564.0      20,934.5

   Liabilities for individual annuities                   2,442.7       2,522.3
   Universal life and other reserves                      1,293.5       1,063.0
                                                      --------------------------
   Total contractholder funds                           $24,300.2     $24,519.8
                                                      ==========================

The Company's  guaranteed  investment  contracts and funding  agreements contain
provisions  limiting early surrenders,  including penalties for early surrenders
and minimum notice  requirements.  Put  provisions  give customers the option to
terminate a contract  prior to maturity,  provided they give us a minimum notice
period.

The following table presents GAAP reserves for guaranteed  investment  contracts
and funding agreements by withdrawal provisions (in millions):

                                         December 31, 2000
                                ------------------------------------
                                ------------------------------------
                                   Guaranteed
                                   Investment    Funding Agreements
                                   Contracts
                                ------------------------------------

   Less than 30 days notice          $       -         $      -
   30 to 89 days notice                  284.6            100.6
   90 to 180 days notice                 456.8            226.2
   More than 180 days notice                 -            150.9
   No active put provision*              426.7               -
   No put provision                   13,611.5          2,769.7
                                ------------------------------------
                                ------------------------------------
   Total                             $14,779.6         $3,247.4
                                ====================================

   * Contracts under an initial lock-out period,  but which will become puttable
with 90 days notice at some time in the future.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)



9. Insurance Liabilities (continued)

Funding agreements are issued to non-qualified  institutional  investors both in
domestic and international markets. In late 1998, the Company established a $2.0
billion  program,  which was  expanded to $4.0  billion in 2000,  under which an
offshore  special  purpose entity was created to issue  nonrecourse  medium-term
notes. Under the program,  the proceeds of each note series issuance are used to
purchase a funding  agreement  from the Company,  with the funding  agreement so
purchased then used to secure that particular series of notes. The payment terms
of any  particular  series  of notes  match  the  payment  terms of the  funding
agreement  that secures that series.  Claims for  principal  and interest  under
those international  funding agreements are afforded equal priority to claims of
life insurance and annuity  policyholders  under  insolvency  provisions of Iowa
Insurance  Laws.  During 1999, the Company began issuing  international  funding
agreements to the offshore  special  purpose  vehicle  under that  program.  The
offshore  special  purpose  vehicle  issued  medium-term  notes to  investors in
Europe, Asia and Australia.  In general, the medium-term note funding agreements
do not give the  contractholder  the right to terminate  prior to  contractually
stated maturity dates,  absent the existence of certain  circumstances which are
largely  within the Company's  control.  At December 31, 2000,  the  contractual
maturities  were 2002 - $164.3  million;  2003 - $476.6  million;  2004 - $424.9
million; and thereafter - $1,409.5 million.

In  February  2001,  the Company  agreed to issue up to $3.0  billion of funding
agreements  under  another  program to support  the  prospective  issuance by an
unaffiliated  entity of  medium-term  notes in both  domestic and  international
markets.

Activity  in the  liability  for unpaid  accident  and health  claims,  which is
included with future policy benefits and claims in the  consolidated  statements
of financial position, is summarized as follows (in millions):


                                                                                December 31
                                                                     2000          1999          1998
                                                                 ------------------------------------------

                                                                                        
   Balance at beginning of year                                     $  721.7      $  641.4       $  770.3

   Incurred:
     Current year                                                    1,788.1       1,872.2        1,921.8
     Prior years                                                       (17.8)         (6.2)         (13.8)
                                                                 ------------------------------------------
                                                                 ------------------------------------------
   Total incurred                                                    1,770.3       1,866.0        1,908.0

   Reclassification for subsidiary merger
     (see Note 3)                                                        -             -            154.9
   Payments:
     Current year                                                    1,447.3       1,466.3        1,523.1
     Prior years                                                       339.7         319.4          358.9
                                                                 ------------------------------------------
   Total payments                                                    1,787.0       1,785.7        2,036.9
                                                                 ------------------------------------------

   Balance at end of year:
     Current year                                                      340.8         405.9          348.7
     Prior years                                                       364.2         315.8          292.7
                                                                 ------------------------------------------
                                                                 ------------------------------------------
   Total balance at end of year                                     $  705.0      $  721.7       $  641.4
                                                                 ==========================================




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




9. Insurance Liabilities (continued)

The activity  summary in the  liability  for unpaid  accident and health  claims
shows a  decrease  of $17.8  million,  $6.2  million,  and $13.8  million to the
December  31,  1999,  1998 and 1997  liability  for unpaid  accident  and health
claims, respectively,  arising in prior years. Such liability adjustments, which
affected current operations during 2000, 1999 and 1998,  respectively,  resulted
from developed claims for prior years being different than were anticipated when
the liabilities for unpaid accident and health claims were originally estimated.
These trends have been considered in establishing the current year liability for
unpaid accident and health claims.


10. Debt

Short-term debt

Short-term debt consists primarily of a payable to Principal Financial Services,
Inc. of $926.9  million.  In addition,  short-term  debt  consists of commercial
paper and  outstanding  balances on credit  facilities  with various  banks.  At
December 31, 2000, the Company and certain  subsidiaries  had credit  facilities
with  various  banks in an  aggregate  amount  of  $725.0  million.  The  credit
facilities may be used for general corporate purposes and also to provide backup
for the Company's commercial paper programs.

Long-term debt

The  components of long-term  debt as of December 31, 2000 and December 31, 1999
are as follows (in millions):

                                                           December 31
                                                      2000           1999
                                                  ------------------------------

     7.875% surplus notes payable, due 2024           $198.9         $199.0
     8% surplus notes payable, due 2044                 99.1           98.8
     Non-recourse mortgages and notes payable          149.8          335.2
     Other mortgages and notes payable                 224.5          201.2
                                                  ------------------------------
     Total long-term debt                             $672.3         $834.2
                                                  ==============================

The amounts  included above are net of the discount and direct costs  associated
with  issuing  these  notes  which are being  amortized  to  expense  over their
respective terms using the interest method.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Debt (continued)

On March 10, 1994, the Company issued $300.0 million of surplus notes, including
$200.0  million  due  March 1,  2024 at a 7.875%  annual  interest  rate and the
remaining  $100.0  million due March 1, 2044 at an 8% annual  interest  rate. No
affiliates  of the  Company  hold any  portion  of the  notes.  Each  payment of
interest and  principal on the notes,  however,  may be made only with the prior
approval  of  the   Commissioner   of  Insurance  of  the  State  of  Iowa  (the
"Commissioner")  and only to the extent that the Company has sufficient  surplus
earnings to make such  payments.  For each of the years ended December 31, 2000,
1999 and 1998, interest of $24.0 million was approved by the Commissioner,  paid
and charged to expense.

Subject to  Commissioner  approval,  the surplus  notes due March 1, 2024 may be
redeemed at the Company's election on or after March 1, 2004 in whole or in part
at a  redemption  price of  approximately  103.6% of par. The  approximate  3.6%
premium is scheduled to gradually  diminish over the following ten years.  These
surplus  notes may then be redeemed on or after March 1, 2014,  at a  redemption
price of 100% of the  principal  amount  plus  interest  accrued  to the date of
redemption.

In addition,  subject to Commissioner  approval, the notes due March 1, 2044 may
be redeemed at the Company's  election on or after March 1, 2014, in whole or in
part at a redemption price of approximately  102.3% of par. The approximate 2.3%
premium is scheduled to gradually  diminish over the following ten years.  These
notes may be redeemed on or after March 1, 2024,  at a redemption  price of 100%
of the principal amount plus interest accrued to the date of redemption.

The  mortgages  and  other  notes  payable  are   financings   for  real  estate
developments.  The Company has obtained  loans with  various  lenders to finance
these developments. Outstanding principal balances as of December 31, 2000 range
from  $0.5  million  to $102.8  million  per  development  with  interest  rates
generally  ranging  from  6.9% to 8.6%.  Outstanding  principal  balances  as of
December 31, 1999 range from $0.6 million to $38.3 million per development  with
interest rates generally ranging from 6.4% to 9.3%.

At December 31, 2000,  future annual  maturities  of the  long-term  debt are as
follows (in millions):

   2001                                                $118.9
   2002                                                  94.6
   2003                                                   8.6
   2004                                                   2.9
   2005                                                   3.0
   Thereafter                                           444.3
                                                   --------------
   Total future maturities of the long-term debt       $672.3
                                                   ==============



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Debt (continued)

Cash paid for interest for 2000, 1999 and 1998 was $42.0 million,  $95.5 million
and $96.9 million,  respectively.  These amounts include  interest paid on taxes
during these years.


11. Income Taxes

The Company's income tax expense (benefit) is as follows (in millions):

                                                 Year ended December 31
                                           2000          1999          1998
                                       -----------------------------------------
   Current income taxes:
     Federal                               $195.2       $  84.1       $ (80.5)
     State and foreign                       12.2          12.6          10.2
     Net realized capital gains              29.6         162.3         106.7
                                       -----------------------------------------
   Total current income taxes               237.0         259.0          36.4
   Deferred income taxes                     11.8          64.5           7.2
                                       -----------------------------------------
   Total income taxes                      $248.8        $323.5       $  43.6
                                       =========================================

The Company's provision for income taxes may not have the customary relationship
of taxes to income. Differences between the prevailing corporate income tax rate
of 35% times the pre-tax income and the Company's  effective tax rate on pre-tax
income are generally due to inherent  differences  between  income for financial
reporting  purposes  and  income  for tax  purposes,  and the  establishment  of
adequate  provisions  for any  challenges of the tax filings and tax payments to
the various taxing jurisdictions.  A reconciliation between the corporate income
tax rate and the effective tax rate is as follows:

                                                    Year ended December 31
                                               2000          1999          1998
                                           -------------------------------------

   Statutory corporate tax rate                 35%           35%           35%
   Dividends received deduction                 (5)           (3)           (4)
   Interest exclusion from taxable income       (1)            -            (1)
   Resolution of prior year tax issues           -             -           (20)
   Other                                        (1)           (3)           (4)
                                           -------------------------------------
   Effective tax rate                           28%           29%            6%
                                          ======================================



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




11. Income Taxes (continued)

Significant components of the Company's net deferred income taxes are as follows
(in millions):



                                                                                       December 31
                                                                                   2000           1999
                                                                               -----------------------------
   Deferred income tax assets (liabilities):
                                                                                          
     Insurance liabilities                                                        $ 181.1       $ 241.7
     Deferred policy acquisition costs                                             (360.1)       (358.7)
     Net unrealized losses (gains) on available for sale securities                 (59.1)         91.4
     Mortgage loan servicing rights                                                (206.3)       (209.7)
     Other                                                                           52.3         (24.0)
                                                                               -----------------------------
                                                                                  $(392.1)      $(259.3)
                                                                               =============================


At December  31, 2000 and 1999,  respectively,  the  Company's  net deferred tax
liability is comprised of international  net deferred tax assets of $6.9 million
and $6.0 million which have been included in other assets and $399.0 million and
$265.3 million of U.S. net deferred tax liabilities  which have been included in
deferred income taxes in the statements of financial position.

The Internal  Revenue Service ("the  Service") has completed  examination of the
U.S.  consolidated  federal  income tax returns of the  Company  and  affiliated
companies  for 1996 and prior  years.  The  Service  has also  begun to  examine
returns for 1997 and 1998. The Company believes that there are adequate defenses
against or sufficient provisions for any challenges.

Undistributed   earnings  of  certain   foreign   subsidiaries   are  considered
indefinitely  reinvested by the Company. A tax liability will be recognized when
the Company expects  distribution of earnings in the form of dividends,  sale of
the investment or otherwise.

Cash paid for income taxes was $131.9  million in 2000,  $275.6  million in 1999
and $300.0 million in 1998.


12. Employee and Agent Benefits

The Company has defined benefit pension plans covering  substantially all of its
employees and certain  agents.  The  employees  and agents are  generally  first
eligible for the pension plans when they reach age 21. The pension  benefits are
based on the years of service and  generally the  employee's or agent's  average
annual  compensation  during the last five years of employment.  Partial benefit
accrual  of  pension  benefits  is  recognized  from  first   eligibility  until
retirement based on attained service divided by potential service to age 65 with
a minimum of 35 years of potential service.  The Company's policy is to fund the
cost of providing  pension  benefits in the years that the  employees and agents
are



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




12. Employee and Agent Benefits (continued)

providing service to the Company.  The Company's funding policy is to deposit an
amount within the range of GAAP net periodic  postretirement cost and the sum of
actuarial  normal cost and any change in the unfunded  accrued  liability over a
30-year period as a percentage of compensation.

The Company also provides certain health care, life insurance and long-term care
benefits for retired  employees.  Substantially all employees are first eligible
for these postretirement  benefits when they reach age 57 and have completed ten
years of service with the Company. Partial benefit accrual of these health, life
and long-term care benefits is recognized from the employee's date of hire until
retirement based on attained service divided by potential service to age 65 with
a minimum of 35 years of potential service.  The Company's policy is to fund the
cost of providing retiree benefits in the years that the employees are providing
service to the Company. The Company's funding policy is to deposit the actuarial
normal cost and an accrued  liability  over a 30-year  period as a percentage of
compensation.

The plans'  combined  funded  status,  reconciled  to amounts  recognized in the
consolidated  statements of financial  position and  consolidated  statements of
operations, is as follows (in millions):



                                                           Pension Benefits                 Other Postretirement Benefits
                                                 --------------------------------------    ---------------------------------
                                                 --------------------------------------    ---------------------------------
                                                              December 31                            December 31
                                                    2000         1999         1998           2000       1999        1998
                                                 ------------ ------------ ------------    ---------- ---------- -----------
Change in benefit obligation
                                                                                                 
Benefit obligation at beginning of year           $  (732.5)   $  (827.3)     $(700.5)       $(227.9)   $(206.3)   $(213.7)
Service cost                                          (35.0)       (42.2)       (33.8)         (10.4)     (10.9)     (12.1)
Interest cost                                         (57.5)       (55.1)       (49.3)         (19.0)     (14.1)     (15.9)
Actuarial gain (loss)                                  (2.7)       163.4        (79.7)           3.7       (3.5)      20.5
Benefits paid                                          30.4         28.7         36.0            -          6.9       14.9
Other                                                   -            -            -             31.8        -          -
                                                 ------------ ------------ ------------    ---------- ---------- -----------
Benefit obligation at end of year                 $  (797.3)   $  (732.5)     $(827.3)       $(221.8)   $(227.9)   $(206.3)
                                                 ============ ============ ============    ========== ========== ===========

Change in plan assets
Fair value of plan assets at beginning of year     $1,059.8    $   992.9      $ 980.1        $ 345.5    $ 325.7    $ 300.2
Actual return on plan assets                           75.1         90.1         23.3           13.7        5.4       14.6
Employer contribution                                  10.9          5.5         25.5           18.6       21.3       25.8
Benefits paid                                         (30.4)       (28.7)       (36.0)         (18.0)      (6.9)     (14.9)
                                                 ------------ ------------ ------------    ---------- ---------- -----------
Fair value of plan assets at end of year          $ 1,115.4    $ 1,059.8      $ 992.9        $ 359.8    $ 345.5    $ 325.7
                                                 ============ ============ ============    ========== ========== ===========

Funded status                                     $   318.1    $   327.3      $ 165.6        $ 138.0    $ 117.6    $ 119.4
Unrecognized net actuarial gain                      (194.2)      (215.5)       (38.2)         (19.4)     (46.3)     (70.3)
Unrecognized prior service cost                         9.2         10.9         12.6          (29.8)       -          -
Unamortized transition obligation (asset)             (14.2)       (25.7)       (37.2)           0.3        4.7        7.8
                                                 ------------ ------------ ------------    ---------- ---------- -----------
Other assets - prepaid benefit cost               $   118.9   $     97.0      $ 102.8       $   89.1   $   76.0   $   56.9
                                                 ============ ============ ============    ========== ========== ===========




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




12. Employee and Agent Benefits (continued)



                                                           Pension Benefits                 Other Postretirement Benefits
                                                 --------------------------------------    ---------------------------------
                                                 --------------------------------------    ---------------------------------
                                                              December 31                            December 31
                                                    2000         1999         1998           2000       1999        1998
                                                 ------------ ------------ ------------    ---------- ---------- -----------
Weighted-average assumptions as of December 31
Discount rate                                       8.00%        8.00%        6.75%          8.00%      8.00%      6.75%

                                                                                                 
Components of net periodic benefit cost
Service cost                                     $     35.0   $     42.2       $  33.8      $   10.4   $  10.9     $  12.1
Interest cost                                          57.5         55.1          49.3          19.0      14.1        15.9
Expected return on plan assets                        (81.3)       (76.0)        (74.4)        (25.1)    (23.7)      (16.1)
Amortization of prior service cost                      1.7          1.7           1.7           -         -           -
Amortization of transition (asset) obligation         (11.5)       (11.5)        (11.5)          2.3       3.7         3.3
Recognized net actuarial loss (gain)                  (12.5)        (0.3)         (8.3)         (1.1)     (2.3)       (1.8)
                                                 ------------ ------------ ------------    ---------- ---------- -----------
Net periodic benefit cost (income)                $   (11.1)  $     11.2      $   (9.4)    $     5.5  $    2.7     $  13.4
                                                 ============ ============ ============    ========== ========== ===========


Effective  January 1,  2000,  the  Company  amended  the  method in  determining
postretirement  health benefit plan and  terminated  long-term care coverage for
participants  retiring on and  subsequent  to July 1, 2000.  The result of these
amendments decreased the postretirement  benefit obligation by $31.8 million and
was  partially  offset  by the  remaining  portion  of the  original  transition
obligation.

For 2000,  1999 and 1998, the expected  long-term rates of return on plan assets
for  pension  benefits  were  approximately  5% in each of  these  years  (after
estimated income taxes) for those trusts subject to income taxes. For trusts not
subject to income taxes,  the expected  long-term rates of return on plan assets
were  approximately  8.1% in each of the years 2000,  1999 and 1998. The assumed
rate of  increase  in  future  compensation  levels  varies  by age for both the
qualified and non-qualified pension plans.

For 2000,  1999 and 1998, the expected  long-term rates of return on plan assets
for other  post-retirement  benefits  were  approximately  5% to 5.9% in each of
these years (after  estimated  income taxes) for those trusts  subject to income
taxes. For trusts not subject to income taxes,  the expected  long-term rates of
return on plan assets were approximately  9.3%, 8.0% and 8.1% for 2000, 1999 and
1998,  respectively.  These rates of return on plan assets vary by benefit  type
and employee group.

The  assumed  health  care cost trend  rate used in  measuring  the  accumulated
postretirement  benefit  obligations  starts at 13.9% in 2000 and declines to an
ultimate  rate of 6% in 2010.  Assumed  health  care  cost  trend  rates  have a
significant  effect  on the  amounts  reported  for the  health  care  plans.  A
one-percentage-point  change in assumed  health care cost trend rates would have
the following effects (in millions):



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




12. Employee and Agent Benefits (continued)



                                                                  1-Percentage-Point    1-Percentage-Point
                                                                       Increase              Decrease
                                                                 --------------------  -------------------
   Effect on total of service and interest cost
                                                                                         
     components
                                                                       $  7.4                  $ (5.5)
   Effect on accumulated postretirement benefit
     obligation
                                                                         47.7                   (38.6)


In  addition,  the  Company has defined  contribution  plans that are  generally
available  to all  employees  and  agents  who  are  age 21 or  older.  Eligible
participants  may  contribute up to 20% of their  compensation,  to a maximum of
$10,500  in  2000  and  $10,000  in 1999  and  1998.  The  Company  matches  the
participant's  contribution at a 50%  contribution  rate up to a maximum Company
contribution  of 3% of the  participant's  compensation  in 2000,  and 2% of the
participant's  compensation  in 1999 and 1998.  The  Company  contributed  $16.0
million  in 2000 and  $11.0  million  in both  1999  and  1998 to these  defined
contribution plans.


13. Other Commitments and Contingencies

The Company, as a lessor, leases industrial, office, retail and other investment
real estate  properties under various  operating  leases.  Rental income for all
operating  leases  totaled  $292.5  million in 2000,  $356.8 million in 1999 and
$362.4  million in 1998.  At December 31, 2000,  future  minimum  annual  rental
commitments  under  these  noncancelable  operating  leases are as  follows  (in
millions):



                                                           Held for         Held for        Total Rental
                                                             Sale         Investment        Commitments
                                                         ---------------------------------------------------

                                                                                     
   2001                                                     $ 85.4          $ 87.8            $  173.2
   2002                                                       80.4            80.4               160.8
   2003                                                       72.5            66.2               138.7
   2004                                                       63.9            56.0               119.9
   2005                                                       54.2            46.1               100.3
   Thereafter                                                168.2           308.6               476.8
                                                         ---------------------------------------------------
                                                         ---------------------------------------------------
   Total future minimum lease receipts                      $524.6          $645.1            $1,169.7
                                                         ===================================================




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




13. Other Commitments and Contingencies (continued)

The Company,  as a lessee,  leases  office  space,  data  processing  equipment,
corporate  aircraft and office  furniture and equipment under various  operating
leases.  Rental expense for all operating  leases totaled $66.3 million in 2000,
$78.5 million in 1999 and $60.8  million in 1998.  At December 31, 2000,  future
minimum annual rental commitments under these noncancelable operating leases are
as follows (in millions):

   2001                                                               $ 35.6
   2002                                                                 27.2
   2003                                                                 19.0
   2004                                                                 13.2
   2005                                                                  4.7
   Thereafter                                                            9.4
                                                                     --------
                                                                       109.1
   Less future sublease rental income on these noncancelable leases      1.1
                                                                     --------
   Total future minimum lease payments                                $108.0
                                                                     ========

The  Company  is a  plaintiff  or  defendant  in  actions  arising  out  of  its
operations.  The  Company  is,  from  time to time,  also  involved  in  various
governmental and administrative proceedings. While the outcome of any pending or
future  litigation  cannot be  predicted,  management  does not believe that any
pending  litigation  will  have a  material  adverse  effect  on  the  Company's
business,  financial condition or results of operations.  However, no assurances
can be given that such litigation  would not materially and adversely affect the
Company's business, financial condition or results of operations.

Other companies in the life insurance industry have historically been subject to
substantial  litigation  resulting from claims disputes and other matters.  Most
recently,  such companies have faced extensive  claims,  including  class-action
lawsuits,   alleging   improper  life  insurance  sales  practices.   Negotiated
settlements of such class-action  lawsuits have had a material adverse effect on
the business,  financial condition and results of operations of certain of these
companies.  The Company is  currently a defendant in two  class-action  lawsuits
which allege improper sales practices.

In 2000,  the Company  reached an  agreement  in  principle  to settle these two
class-action lawsuits alleging improper sales practices. The proposed settlement
is subject to court approval and therefore is not yet final.  In agreeing to the
settlement,  the Company  specifically  denied any  wrongdoing.  The Company has
accrued a loss reserve for its best estimate based on information available.  As
uncertainties  continue to exist in  resolving  this  matter,  it is  reasonably
possible that, as the actual cost of the claims  subject to alternative  dispute
resolution  becomes  available,  the final cost of  settlement  could exceed the
Company's  estimate.  However,  the range of any additional  cost related to the
settlement cannot presently be reasonably estimated.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




13. Other Commitments and Contingencies (continued)

The Company is also subject to insurance guaranty laws in the states in which it
writes business.  These laws provide for assessments against insurance companies
for the benefit of  policyholders  and  claimants in the event of  insolvency of
other insurance companies.  The assessments may be partially recovered through a
reduction in future  premium  taxes in some states.  The Company  believes  such
assessments  in excess  of  amounts  accrued  would not  materially  affect  its
financial condition or results of operations.


14. Fair Value of Financial Instruments

The following  discussion  describes the methods and assumptions utilized by the
Company in estimating  its fair value  disclosures  for  financial  instruments.
Certain financial instruments,  particularly policyholder liabilities other than
investment-type  contracts,  are  excluded  from  these  fair  value  disclosure
requirements. The techniques utilized in estimating the fair values of financial
instruments are affected by the assumptions used,  including  discount rates and
estimates  of the  amount  and  timing  of future  cash  flows.  Care  should be
exercised in deriving  conclusions  about the Company's  business,  its value or
financial position based on the fair value information of financial  instruments
presented  below.  The  estimates  shown are not  necessarily  indicative of the
amounts that would be realized in a one-time,  current market exchange of all of
the Company's financial instruments.

The Company defines fair value as the quoted market prices for those instruments
that are actively  traded in  financial  markets.  In cases where quoted  market
prices are not available, fair values are estimated using present value or other
valuation  techniques.  The fair value estimates are made at a specific point in
time,  based on available  market  information and judgments about the financial
instrument,  including estimates of timing, amount of expected future cash flows
and the credit  standing of  counterparties.  Such estimates do not consider the
tax impact of the realization of unrealized gains or losses.  In many cases, the
fair value  estimates  cannot be  substantiated  by  comparison  to  independent
markets.  In  addition,  the  disclosed  fair value may not be  realized  in the
immediate settlement of the financial instrument.

Fair values of public debt and equity  securities  have been  determined  by the
Company from public quotations, when available. Private placement securities and
other fixed  maturities  and equity  securities  are valued by  discounting  the
expected total cash flows. Market rates used are applicable to the yield, credit
quality and average maturity of each security.

Fair values of  commercial  mortgage  loans are  determined by  discounting  the
expected  total cash flows using market rates that are  applicable to the yield,
credit quality and maturity of each loan.  Fair values of  residential  mortgage
loans are  determined by a pricing and  servicing  model using market rates that
are applicable to the yield, rate structure,  credit quality,  size and maturity
of each loan.



                       Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




14. Fair Value of Financial Instruments (continued)

The fair  values  for  assets  classified  as policy  loans,  other  investments
excluding  equity  investments in  subsidiaries,  cash and cash  equivalents and
accrued  investment  income  in  the  accompanying  consolidated  statements  of
financial position approximate their carrying amounts.

Mortgage  servicing  rights  represent the present value of estimated future net
revenues  from  contractually  specified  servicing  fees.  The fair  value  was
estimated with a valuation  model using current  prepayment  speeds and a market
discount rate.

The fair values of the Company's  reserves and liabilities  for  investment-type
insurance contracts  (insurance,  annuity and other policy contracts that do not
involve  significant  mortality or morbidity risk and that are only a portion of
the  policyholder  liabilities  appearing  in  the  consolidated  statements  of
financial  position) are estimated using discounted cash flow analyses (based on
current  interest  rates being  offered for similar  contracts  with  maturities
consistent with those remaining for the investment-type contracts being valued).
The fair values for the Company's  insurance contracts  (insurance,  annuity and
other policy contracts that do involve significant mortality or morbidity risk),
other than  investment-type  contracts,  are not required to be  disclosed.  The
Company does consider,  however,  the various  insurance and investment risks in
choosing investments for both insurance and investment-type contracts.

Fair values for debt issues are estimated  using  discounted  cash flow analysis
based  on  the  Company's  incremental  borrowing  rate  for  similar  borrowing
arrangements.

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments at December 31, 2000 and 1999, are as follows (in millions):



                                                        2000                              1999
                                            ------------------------------   -------------------------------
                                            Carrying Amount     Fair            Carrying         Fair
                                                                Value            Amount          Value
                                            ------------------------------   -------------------------------
   Assets (liabilities)

                                                                                   
   Fixed maturities (see Note 4)               $ 26,142.1      $ 26,142.1       $ 23,441.4     $ 23,441.4
   Equity securities (see Note 4)                   710.3           710.3            864.3          864.3
   Mortgage loans                                11,325.8        11,575.0         13,332.2       13,200.0
   Policy loans                                     803.6           803.6            780.5          780.5
   Other investments                                413.0           413.0            466.2          466.2
   Cash and cash equivalents                        998.6           998.6            385.5          385.5
   Accrued investment income                        530.4           530.4            471.3          471.3
   Mortgage loan servicing rights                 1,084.4         1,193.5          1,081.0        1,288.0
   Investment-type insurance contracts
                                                (22,818.6)      (22,688.9)       (24,072.5)     (23,322.6)
   Short-term debt                               (1,339.9)       (1,339.9)          (348.8)        (348.8)
   Long-term debt                                  (672.3)         (649.8)          (834.2)        (767.4)




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




15. Statutory Insurance Financial Information

The Company  prepares  statutory  financial  statements in  accordance  with the
accounting  practices  prescribed or permitted by the Insurance  Division of the
Department of Commerce of the State of Iowa.  Currently  "prescribed"  statutory
accounting   practices  include  a  variety  of  publications  of  the  National
Association  of  Insurance   Commissioners  ("NAIC")  as  well  as  state  laws,
regulations and general  administrative rules.  "Permitted" statutory accounting
practices  encompass all accounting  practices not so prescribed.  The impact of
any permitted  accounting  practices on statutory  surplus is not material.  The
accounting   practices  used  to  prepare  statutory  financial  statements  for
regulatory  filings  differ  in  certain  instances  from  GAAP.  Prescribed  or
permitted statutory accounting practices are used by state insurance departments
to regulate the Company.

The NAIC revised the  Accounting  Practices and  Procedures  Manual in a process
referred to as  Codification.  The revised  manual will be effective  January 1,
2001. The State of Iowa has adopted the provisions of the revised manual without
modification.  The  revised  manual  has  changed,  to some  extent,  prescribed
statutory  accounting  practices  and will  result in changes to the  accounting
practices  that  the  Company  uses to  prepare  its  statutory-basis  financial
statements.

The  Company  has  identified  the  following  changes in  prescribed  statutory
accounting  practices as those that will have the most significant impact on its
statutory-basis financial statements:

o      Deposit-type  funds related to both the Company's general account and its
       separate  accounts will no longer be reported in the statutory  statement
       of  operations  as revenues,  but rather will be reported  directly to an
       appropriate  policy reserve  account,  a treatment of deposit-type  funds
       that is  similar  to that  under  GAAP.  This  will  have the  effect  of
       decreasing total statutory  revenues and total statutory  expenses of the
       Company, with no effect to statutory net income or statutory surplus.

o      Undistributed  income from  subsidiaries  will no longer be reported as a
       component  of  statutory  net  investment  income,  but  rather  will  be
       classified as statutory  unrealized  capital gains and losses.  This will
       have the effect of decreasing  the Company's  total  statutory  revenues,
       with a related effect on statutory net income;  however,  it will have no
       effect on statutory surplus.

o      Deferred income tax assets and/or  liabilities  will be recognized.  This
       will have the effect of increasing the Company's total  statutory  assets
       or statutory  liabilities  to the extent it has such deferred  income tax
       assets  or  liabilities  and  will  have a  corresponding  effect  on the
       Company's statutory surplus.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




15. Statutory Insurance Financial Information (continued)

Management   believes  the  net  impact  of  these   changes  to  the  Company's
statutory-basis  capital  and  surplus  as  of  January  1,  2001  will  not  be
significant.  Insurance  regulators,  accountants,  and the  insurance  industry
continue  work to  finalize  interpretations  of the  Codification.  The ongoing
implementation  work could  cause  changes to final  interpretations  that could
ultimately  have  an  adverse  effect  on the  Company's  statutory  surplus  or
statutory net income.

Life/Health  insurance  companies  are  subject  to certain  risk-based  capital
("RBC")  requirements as specified by the NAIC.  Under those  requirements,  the
amount of capital and surplus  maintained by a life/health  insurance company is
to be  determined  based on the various risk factors  related to it. At December
31, 2000, the Company meets the RBC requirements.

Under Iowa law, the Company may pay  stockholder  dividends only from the earned
surplus  arising from its  business  and must receive the prior  approval of the
Insurance  Commissioner  of the State of Iowa to pay a  stockholder  dividend if
such a stockholder  dividend would exceed  certain  statutory  limitations.  The
current statutory limitation is the greater of 10% of the Company's policyholder
surplus as of the preceding  year end or the net gain from  operations  from the
previous calendar year. Based on this limitation and 2000 statutory results, the
Company could pay approximately $760.9 million in stockholder  dividends in 2001
without exceeding the statutory limitation.

In 2000, the Company notified the Insurance Commissioner of the State of Iowa in
advance of all stockholder dividend payments. Total stockholder dividends to its
parent company in 2000 were $542.6 million.

In 1999, the Company notified the Insurance Commissioner of the State of Iowa in
advance of all  stockholder  dividend  payments  and  received  approval  for an
extraordinary   stockholder  dividend  of  $250.0  million.   Total  stockholder
dividends to its parent company in 1999 were $449.0 million.

In 1998, the Company notified the Insurance Commissioner of the State of Iowa in
advance of dividend payments.  Total stockholder dividends to its parent company
in 1998 were $200.0 million.

The following summary  reconciles the Company's assets and stockholder's  equity
at December 31, 2000, 1999 and 1998, and net income for the years ended December
31, 2000,  1999 and 1998,  in  accordance  with  statutory  reporting  practices
prescribed or permitted by the Insurance  Division of the Department of Commerce
of the State of Iowa with that  reported in these  consolidated  GAAP  financial
statements (in millions):



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)



15. Statutory Insurance Financial Information (continued)


                                                                                 Stock-holder's
                                                                                   Equity
                                                                      Assets                  Net Income
                                                                   -----------------------------------------
                                                                   -----------------------------------------
   December 31, 2000
   As reported in accordance with statutory accounting practices
                                                                                        
     - unconsolidated                                                $75,573.4      $3,356.4     $912.6
   Additions (deductions):
     Unrealized gain on fixed maturities available-for-sale              375.3         375.3        -
     Other investment adjustments                                      2,760.2         590.3     (137.7)
     Adjustments to insurance reserves and policyholder dividends
                                                                         (73.9)       (187.0)      26.3
     Deferral of policy acquisition costs                              1,295.5       1,295.5        8.8
     Surplus note reclassification as debt                                 -          (298.0)       -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                   -          (138.3)     (26.6)
     Other - net                                                         324.5         306.0     (141.8)
                                                                   -----------------------------------------
                                                                   -----------------------------------------
   As reported in accordance with GAAP                               $80,255.0      $5,300.2     $641.6
                                                                   =========================================

   December 31, 1999
   As reported in accordance with statutory accounting practices
     - unconsolidated                                                $76,017.7     $3,151.9      $713.7
   Additions (deductions):
     Unrealized loss on fixed maturities available-for-sale             (356.8)      (356.8)        -
     Other investment adjustments                                      2,093.3        994.4         9.8
     Adjustments to insurance reserves and policyholder dividends
                                                                        (124.6)      (235.5)       15.1
     Deferral of policy acquisition costs                              1,409.3      1,409.3        68.3
     Surplus note reclassification as debt                                 -         (297.8)        -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                   -           33.0        18.2
     Other - net                                                         277.1        252.5       (15.4)
                                                                   -----------------------------------------
                                                                   -----------------------------------------
   As reported in accordance with GAAP                               $79,316.0     $4,951.0      $809.7
                                                                   =========================================

   December 31, 1998
   As reported in accordance with statutory accounting practices
     - unconsolidated                                                $70,096.1     $3,031.5      $511.4
   Additions (deductions):
     Unrealized gain on fixed maturities available-for-sale              996.9        996.9         -
     Other investment adjustments                                      1,620.7      1,080.9       176.8
     Adjustments to insurance reserves and policyholder dividends
                                                                        (169.5)      (191.6)      (55.8)
     Deferral of policy acquisition costs                              1,104.7      1,104.7         -
     Surplus note reclassification as debt                                 -         (297.8)        -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                   -         (474.2)      164.9
     Other - net                                                         294.4        219.0      (102.0)
                                                                   -----------------------------------------
                                                                   -----------------------------------------
   As reported in accordance with GAAP                               $73,943.3     $5,469.4      $695.3
                                                                   =========================================




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




16. International Operations

The Company's  international  operations offer a variety of asset management and
asset accumulation products and services for businesses, groups and individuals,
with a focus on retirement savings.

The change in net  foreign  currency  translation  reflects an increase of $27.0
million,  and  decreases of $31.1  million and $18.3 million for the years ended
December 31,  2000,  1999 and 1998,  respectively.  Aggregate  foreign  exchange
transaction  gains and losses were not material for the years ended December 31,
2000, 1999 and 1998.

The Company evaluates performance of its businesses on operating earnings, which
excludes the effect of net realized capital gains and losses,  as adjusted,  and
non-recurring events and transactions.  Net realized capital gains, as adjusted,
are net of tax, related changes in the  amortization  pattern of deferred policy
acquisition  costs,  recognition  of front-end fee revenues for sales charges on
pension  products  and  services  and net  realized  capital  gains  credited to
customers. Operating earnings is determined by adjusting GAAP net income for net
realized  capital  gains and losses and  non-recurring  items  which  management
believes are not indicative of overall operating  trends.  While these items may
be  significant  components in  understanding  and  assessing  the  consolidated
financial  performance,   management  believes  the  presentation  of  operating
earnings  enhances the  understanding of the Company's  results of operations by
highlighting  earnings  attributable to the normal,  recurring operations of the
business.  However,  operating  earnings  is not a  substitute  for  net  income
determined in accordance with GAAP.

In 2000, the Company excluded $101.0 million of non-recurring items, net of tax,
from net income for the presentation of operating  earnings.  The  non-recurring
items  included  the  negative  effects  of  (a)  a  loss  contingency   reserve
established for litigation and (b) expenses related to the development of a plan
of demutualization.

In 1998, the Company excluded $107.2 million of non-recurring items, net of tax,
from net income for the presentation of operating  earnings.  The  non-recurring
items  included:  (1) the positive  effects of (a) the Company's  release of tax
reserves  and  related  accrued  interest  and  (b)  accounting  changes  by the
Company's international  operations and (2) the negative effects of (a) expenses
related to the corporate structure change to a mutual insurance holding company,
see  "Reorganization"  in  Note  1,  and  related  adjustments  for  changes  in
amortization  assumptions  for  deferred  policy  acquisition  costs  and  (b) a
contribution  related to permanent  endowment of the Principal  Financial  Group
Foundation.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




16. International Operations (continued)

The following table summarizes  selected  information by geographic region as of
or for the year ended December 31 (in millions):



                                                          United
                                                          States          International       Consolidated
                                                      -------------------------------------------------------
   2000
                                                                                      
   Total revenues                                        $ 8,173.1         $  238.0            $ 8,411.1
                                                      =======================================================

   Net income:
     Operating earnings (loss)                           $   663.9         $  (22.2)           $   641.7
     Net realized capital gains (losses), as adjusted
                                                              99.3              1.6                100.9
     Non-recurring items                                    (101.0)             -                 (101.0)
                                                      -------------------------------------------------------
   Net income (loss)                                     $    662.2        $   (20.6)          $   641.6
                                                      =======================================================

   Assets                                                $79,574.4         $  680.6            $80,255.0
                                                      =======================================================

   1999
   Total revenues                                        $ 8,293.1         $  272.9            $ 8,566.0
                                                      =======================================================

   Net income:
     Operating earnings (loss)                           $   522.3         $   (33.0)          $   489.3
     Net realized capital gains (losses), as adjusted
                                                             314.4              6.0                320.4
     Non-recurring items                                       -                -                    -
                                                      -------------------------------------------------------
   Net income (loss)                                     $   836.7         $   (27.0)          $   809.7
                                                      =======================================================

   Assets                                                $77,968.5         $1,347.5            $79,316.0
                                                      =======================================================

   1998
   Total revenues                                        $ 7,960.2         $  236.6            $ 8,196.8
                                                      =======================================================

   Net income:
     Operating earnings (loss)                           $   302.8         $  (35.4)           $   267.4
     Net realized capital gains (losses), as adjusted
                                                             308.7             12.0                320.7
     Non-recurring items                                      93.9             13.3                107.2
                                                      -------------------------------------------------------
   Net income (loss)                                     $   705.4         $  (10.1)           $   695.3
                                                      =======================================================

   Assets                                                $72,703.9         $1,239.4            $73,943.3
                                                      =======================================================


17.  Subsequent Events

Plan of Demutualization and Initial Public Offering

The board of directors of the Company's ultimate parent, Principal Mutual
Holding Company, unanimously adopted the plan of conversion on March 31, 2001.

On July 24, 2001, policyholders entitled to vote approved the plan of
conversion. The public hearing was held on July 25, 2001, and the Insurance
Commissioner of the State of Iowa approved the plan of conversion on August 28,
2001.

Under the terms of the plan of conversion, effective October 26, 2001, Principal
Mutual Holding Company converted from a mutual insurance holding company to a
stock company. All policyholder membership interests in Principal Mutual Holding
Company were extinguished on that date and eligible policyholders of the mutual
insurance holding company are expected to receive, in aggregate, an estimated
260.6 million shares of common stock, an estimated $1,181.5 million of cash and
an estimated $472.7 million of policy credits as compensation.

After giving effect to the reorganization resulting from the demutualization,
Principal Life now is a direct wholly-owned subsidiary of Principal Financial
Services, Inc., which, in turn, is a direct wholly-owned subsidiary of Principal
Financial Group, Inc.

In addition, on October 26, 2001, Principal Financial Group, Inc. completed its
initial public offering ("IPO") in which it issued 100.0 million shares of
common stock at a price of $18.50 per share. Estimated net proceeds from the IPO
were $1,753.3 million, of which an estimated $59.5 million was retained by
Principal Financial Group, Inc., and an estimated $1,693.8 million was
contributed to the Company to reimburse for fees, cash, and policy credits.

Litigation

In April 2001, the proposed settlement of the class-action lawsuits alleging
improper sales practices received court approval. In agreeing to the settlement,
the Company specifically denied any wrongdoing. The Company has accrued a loss
reserve for its best estimate based on information available. As uncertainties
continue to exist in resolving this matter, it is reasonably possible that, as
the actual cost of the claims subject to alternative dispute resolution becomes
available, the final cost of settlement could exceed the Company's estimate. The
range of any additional cost related to the settlement cannot be presently
estimated, however the Company believes the settlement will not have a material
impact on its business, financial condition or results of operations. A number
of persons and entities who were eligible to be class members have excluded
themselves from the class (or "opted out"), as the law permits them to do. The
Company has been notified that some of those who opted out from the class will
file lawsuits and make claims similar to those addressed by the settlement.


                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




17.  Subsequent Events (continued)

Terrorist Attacks in the United States

On September 11, 2001, terrorist attacks in the United States resulted in
significant loss of life and property, as well as interruption of business
activities and an overall disruption of the world economy. The Company accrued
$6.5 million (net of income tax and reinsurance) for potential losses from
individual and group life and disability insurance claims from these events. The
accrual reflects the Company's best estimate of anticipated losses. Because the
Company does not know the full extent of the impact of the events of September
11, it is possible that the Company may incur additional losses. Management has
estimated no material property or investment real estate loss exposures
resulting from these events. However, some of the assets in the Company's
investment portfolio may be adversely affected by the declines in the securities
markets and economic activity that were caused by the terrorist attacks and
possible military action and heightened security measures. In particular, this
may lead to possible write-downs, loss of value or impairments with regard to
securities issued by companies affected by these events.

The continuing impacts of these events on the world economy and financial
markets cannot presently be determined. This creates related uncertainties as to
the future realization of and return on certain invested assets; the impact on
the Company's assumptions in assessing the value of intangibles from prior
acquisitions and the amortization patterns for deferred policy acquisition
costs; and the impact on future operating results, for which estimates cannot
presently be made.



                                  APPENDIX - A
   SAMPLE ILLUSTRATIONS OF POLICY VALUES, SURRENDER VALUES AND DEATH BENEFITS

The following tables illustrate how the policy value, surrender value and death
proceeds of the Policy may change with the investment experience of the
divisions. The tables show how these amounts in the Policy vary over time if
planned periodic premiums are paid annually and if the investment return of the
divisions were a uniform, gross, after-tax, annual rate of 0%, 6% or 12%. The
death benefits and values would be different from those shown if the return
averaged 0%, 6% or 12%, but fluctuated above and below those averages during the
year. Death benefit options 1, 2 and 3 are illustrated.


The illustrations reflect a hypothetical Policy issued to a 35 year-old male
non-smoker, Preferred class. Illustrations for younger males or for females
would be more favorable than those presented. Illustrations for older males or
smokers would be less favorable.
 . Illustrations 1, 3 and 5 reflect current administrative and cost of insurance
  charges.
 . Illustrations 2, 4 and 6 reflect the guaranteed maximum administration and
  cost of insurance charges.

The illustrations reflect all Policy charges including:
 . deductions from premiums for sales load and state and federal taxes;
 . monthly administration charges;
 . cost of insurance charge;
 . mortality and expense risks charge; and
 . contingent deferred sales load that may be deducted if the Policy was fully
  surrendered or if it lapsed.

In addition, the illustrations reflect the average of fees and expenses of the
divisions available through the Policy during the fiscal year ending December
31, 2000. The Manager of certain divisions has agreed to reimburse operating
expenses, if necessary, to limit total operating expenses for those divisions
during the year ending December 31, 2000. More information about the expense
reimbursements can be found in the prospectuses for the underlying mutual funds
which accompany this prospectus. There is no assurance that the fee
reimbursement programs will continue beyond 2001. In the future, fees and
expenses of the divisions may be more or less than those shown. Such changes
would make the operating expenses actually incurred by a division differ from
the average rate used in the illustrations.


The illustrations are based on the assumption that:
 . payments are made according to the $3,250 annual target premium schedule;
 . no values are allocated to the Fixed Account;
 . no changes are made to the death benefit option or face amount;
 . no policy loans and/or partial surrenders are made; and
 . no riders are in effect.

Upon request, we will prepare a comparable illustration based upon the proposed
insured's actual age, gender, smoking status, risk classification and desired
Policy features. For those illustrations, you have option of selecting which
divisions (and their specific fees and expenses) are used. If no selection is
made, the illustration is run using a hypothetical average.

In advertisements or sales literature for the Policies that include performance
data for one of more of the divisions, we may include policy values, surrender
values and death benefit figures computed using the same methods that were used
in creating the following illustrations. However, the actual average total rate
of return for the specific division(s) will be used instead of the average used
in the following illustrations. This information may be shown in the form of
graphs, charts, tables and examples. It may include data for periods prior to
the offering of the Policy for a division that has had performance during such
prior period (with policy charges assumed to be equal to current charges for any
period(s) prior to the offering of the Policy).




Illustration 1                   PRINCIPAL LIFE INSURANCE COMPANY               Initial Face Amount $250,000
                                     VUL ACCUMULATOR                            Death Benefit Option 1
PLANNED PREMIUM $3,250           MALE AGE 35 PREFERRED NON-SMOKER
                                   ASSUMING CURRENT CHARGES
                                      (All States)
- -------------------------------------------------------------------------------------------------
                                                         Death Benefit (2)
                                                 Assuming Hypothetical Gross
                                                  Annual Investment Return of
                                    -------------------------------------------------------------

    End of          Accumulated              0%                  6%                  12%
     Year          Premiums (1)         (-.93% Net)          (5.07% Net)        (11.07% Net)
                                                                  
       1              $ 3,413            $ 250,000           $ 250,000           $ 250,000
       2                6,996             250,000              250,000             250,000
       3               10,758             250,000              250,000             250,000
       4               14,708             250,000              250,000             250,000
       5               18,856             250,000              250,000             250,000
       6               23,212             250,000              250,000             250,000
       7               27,785             250,000              250,000             250,000
       8               32,586             250,000              250,000             250,000
       9               37,628             250,000              250,000             250,000
      10               42,922             250,000              250,000             250,000
      11               48,481             250,000              250,000             250,000
      12               54,317             250,000              250,000             250,000
      13               60,446             250,000              250,000             250,000
      14               66,880             250,000              250,000             250,000
      15               73,637             250,000              250,000             250,000
      20              112,838             250,000              250,000             269,218
      25              162,869             250,000              250,000             409,503
      30              226,723             250,000              250,000             644,753



- ------------------------------------------------------------------------------------------------

                                                    Accumulated Value (2)
                                               Assuming Hypothetical Gross
                                                Annual Investment Return of
                                  ------------------------------------------------------------

    End of          Accumulated          0%                  6%                  12%
     Year          Premiums (1)      (-.93% Net)         (5.07% Net)         (11.07% Net)
                                                                
       1              $ 3,413         $ 2,272             $  2,430             $ 2,589
       2                6,996           4,668                5,132               5,616
       3               10,758           7,001                7,927               8,930
       4               14,708           9,269               10,816              12,560
       5               18,856           11,473              13,804              16,538
       6               23,212           13,718              17,006              21,019
       7               27,785           15,923              20,346              25,963
       8               32,586           18,086              23,828              31,417
       9               37,628           20,207              27,457              37,437
      10               42,922           22,291              31,245              44,084
      11               48,481           24,456              35,372              51,680
      12               54,317           26,594              39,701              60,113
      13               60,446           28,702              44,243              69,475
      14               66,880           30,781              49,007              79,871
      15               73,637           32,834              54,008              91,419
      20              112,838           42,689              83,010             171,476
      25              162,869           51,452             119,763             305,599
      30              226,723           57,884             165,944             528,486



- -----------------------------------------------------------------------------------------------

                                                    Surrender Value (2)
                                               Assuming Hypothetical Gross
                                                Annual Investment Return of
                                   ------------------------------------------------------------

    End of          Accumulated           0%                   6%                  12%
     Year          Premiums (1)       (-.93% Net)         (5.07% Net)         (11.07% Net)
                                                                  
       1              $ 3,413            $  107               $ 265               $  424
       2                6,996             2,503               2,967                3,451
       3               10,758             4,836               5,762                6,765
       4               14,708             7,104               8,651               10,395
       5               18,856             9,308              11,639               14,373
       6               23,212            11,656              14,945               18,957
       7               27,785            14,067              18,491               24,107
       8               32,586            16,539              22,281               29,871
       9               37,628            19,073              26,323               36,303
      10               42,922            21,672              30,626               43,465
      11               48,481            24,456              35,372               51,680
      12               54,317            26,594              39,701               60,113
      13               60,446            28,702              44,243               69,475
      14               66,880            30,781              49,007               79,871
      15               73,637            32,834              54,008               91,419
      20              112,838            42,689              83,010              171,476
      25              162,869            51,452             119,763              305,599
      30              226,723            57,884             165,944              528,486


(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment results are illustrative only and should not be deemed
to be a representation of past or future investment results. Actual investment
results may be more or less than those shown. The death benefit, accumulated
value and surrender value for a policy would be different from those shown if
actual rates of investment return applicable to the policy averaged 0%, 6% or
12% over a period of years, but also fluctuated above or below that average for
individual policy years. The death benefit, accumulated value and surrender
value for a policy would also be different from those shown, depending on the
investment allocations made to the investment divisions of the separate account
and the different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.


Illustration 2                  PRINCIPAL LIFE INSURANCE COMPANY                Initial Face Amount $250,000
                                       VUL ACCUMULATOR                          Death Benefit Option 1
PLANNED PREMIUM $3,250          MALE AGE 35 PREFERRED NON-SMOKER
                                  ASSUMING GUARANTEED CHARGES
                                      (All States)
- -----------------------------------------------------------------------------
                                                         Death Benefit (2)
                                                 Assuming Hypothetical Gross
                                                  Annual Investment Return of
                                    -------------------------------------------------------------

    End of          Accumulated              0%                  6%                  12%
     Year          Premiums (1)         (-.93% Net)          (5.07% Net)        (11.07% Net)
                                                                  
       1              $ 3,413            $ 250,000           $ 250,000           $ 250,000
       2                6,996             250,000              250,000             250,000
       3               10,758             250,000              250,000             250,000
       4               14,708             250,000              250,000             250,000
       5               18,856             250,000              250,000             250,000
       6               23,212             250,000              250,000             250,000
       7               27,785             250,000              250,000             250,000
       8               32,586             250,000              250,000             250,000
       9               37,628             250,000              250,000             250,000
      10               42,922             250,000              250,000             250,000
      11               48,481             250,000              250,000             250,000
      12               54,317             250,000              250,000             250,000
      13               60,446             250,000              250,000             250,000
      14               66,880             250,000              250,000             250,000
      15               73,637             250,000              250,000             250,000
      20              112,838             250,000              250,000             250,000
      25              162,869             250,000              250,000             353,943
      30              226,723             250,000              250,000             550,986



- ----------------------------------------------------------------------------------------------

                                                  Accumulated Value (2)
                                             Assuming Hypothetical Gross
                                              Annual Investment Return of
                                   ---------------------------------------------------------

    End of          Accumulated        0%                  6%                  12%
     Year          Premiums (1)    (-.93% Net)         (5.07% Net)         (11.07% Net)
                                                              
       1              $ 3,413        $ 2,272             $ 2,430             $ 2,589
       2                6,996          4,489               4,948               5,425
       3               10,758          6,646               7,549               8,530
       4               14,708          8,741              10,237              11,927
       5               18,856         10,773              13,014              15,648
       6               23,212         12,737              15,877              19,720
       7               27,785         14,631              18,829              24,179
       8               32,586         16,456              21,872              29,065
       9               37,628         18,209              25,008              34,421
      10               42,922         19,886              28,238              40,296
      11               48,481         21,591              31,719              46,974
      12               54,317         23,220              35,321              54,343
      13               60,446         24,770              39,047              62,483
      14               66,880         26,235              42,899              71,478
      15               73,637         27,611              46,881              81,427
      20              112,838         32,756              68,688             149,781
      25              162,869         33,718              93,576             264,136
      30              226,723         27,733             121,593             451,628




- -----------------------------------------------------------------------------------------------
                                                    Surrender Value (2)
                                               Assuming Hypothetical Gross
                                                Annual Investment Return of
                                    -----------------------------------------------------------

    End of          Accumulated           0%                   6%                  12%
     Year          Premiums (1)       (-.93% Net)         (5.07% Net)         (11.07% Net)
                                                                  
       1              $ 3,413            $  107               $ 265               $  424
       2                6,996             2,324               2,783                3,260
       3               10,758             4,481               5,384                6,365
       4               14,708             6,576               8,072                9,762
       5               18,856             8,608              10,849               13,483
       6               23,212            10,675              13,815               17,658
       7               27,785            12,776              16,973               22,323
       8               32,586            14,910              20,326               27,519
       9               37,628            17,075              23,874               33,287
      10               42,922            19,267              27,619               39,677
      11               48,481            21,591              31,719               46,974
      12               54,317            23,220              35,321               54,343
      13               60,446            24,770              39,047               62,483
      14               66,880            26,235              42,899               71,478
      15               73,637            27,611              46,881               81,427
      20              112,838            32,756              68,688              149,781
      25              162,869            33,718              93,576              264,136
      30              226,723            27,733             121,593              451,628

(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment results are illustrative only and should not be deemed
to be a representation of past or future investment results. Actual investment
results may be more or less than those shown. The death benefit, accumulated
value and surrender value for a policy would be different from those shown if
actual rates of investment return applicable to the policy averaged 0%, 6% or
12% over a period of years, but also fluctuated above or below that average for
individual policy years. The death benefit, accumulated value and surrender
value for a policy would also be different from those shown, depending on the
investment allocations made to the investment divisions of the separate account
and the different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.



Illustration 3                  PRINCIPAL LIFE INSURANCE COMPANY                Initial Face Amount $250,000
                                     VUL ACCUMULATOR                            Death Benefit Option 2
PLANNED PREMIUM $3,250         MALE AGE 35 PREFERRED NON-SMOKER
                                  ASSUMING CURRENT CHARGES
                                      (All States)
- ----------------------------------------------------------------------------
                                                         Death Benefit (2)
                                                 Assuming Hypothetical Gross
                                                  Annual Investment Return of
                                    ------------------------------------------------------------

    End of          Accumulated             0%                  6%                  12%
     Year          Premiums (1)         (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                                 
       1              $ 3,413           $ 252,267           $ 252,425           $ 252,583
       2                6,996             254,655             255,117             255,599
       3               10,758             256,973             257,895             258,894
       4               14,708             259,222             260,761             262,494
       5               18,856             261,400             263,715             266,427
       6               23,212             263,615             266,873             270,847
       7               27,785             265,783             270,158             275,712
       8               32,586             267,904             273,574             281,065
       9               37,628             269,978             277,124             286,956
      10               42,922             272,009             280,819             293,442
      11               48,481             274,115             284,834             300,837
      12               54,317             276,187             289,035             309,023
      13               60,446             278,223             293,427             318,084
      14               66,880             280,224             298,019             328,115
      15               73,637             282,193             302,825             339,223
      20              112,838             291,535             330,397             415,461
      25              162,869             299,511             364,407             541,997
      30              226,723             304,486             404,586             750,407



- --------------------------------------------------------------------------------------------------
                                                      Accumulated Value (2)
                                                 Assuming Hypothetical Gross
                                                  Annual Investment Return of
                                   ------------------------------------------------------------

    End of          Accumulated            0%                  6%                  12%
     Year          Premiums (1)        (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                                 
       1              $ 3,413            $ 2,267             $ 2,425             $ 2,583
       2                6,996              4,655               5,117               5,599
       3               10,758              6,973               7,895               8,894
       4               14,708              9,222              10,761              12,494
       5               18,856             11,400              13,715              16,427
       6               23,212             13,615              16,873              20,847
       7               27,785             15,783              20,158              25,712
       8               32,586             17,904              23,574              31,065
       9               37,628             19,978              27,124              36,956
      10               42,922             22,009              30,819              43,442
      11               48,481             24,115              34,834              50,837
      12               54,317             26,187              39,035              59,023
      13               60,446             28,223              43,427              68,084
      14               66,880             30,224              48,019              78,115
      15               73,637             32,193              52,825              89,223
      20              112,838             41,535              80,397             165,461
      25              162,869             49,511             114,407             291,997
      30              226,723             54,486             154,586             500,407
- ----------------------------------------------------------------------------------------------



                                                    Surrender Value (2)
                                               Assuming Hypothetical Gross
                                                Annual Investment Return of
                                   -----------------------------------------------------------

    End of          Accumulated           0%                  6%                  12%
     Year          Premiums (1)       (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                                 
       1              $ 3,413            $  102               $ 260               $ 418
       2                6,996             2,490               2,952               3,434
       3               10,758             4,808               5,730               6,729
       4               14,708             7,057               8,596              10,329
       5               18,856             9,235              11,550              14,262
       6               23,212            11,553              14,811              18,786
       7               27,785            13,927              18,303              23,857
       8               32,586            16,357              22,027              29,518
       9               37,628            18,844              25,990              35,822
      10               42,922            21,390              30,200              42,824
      11               48,481            24,115              34,834              50,837
      12               54,317            26,187              39,035              59,023
      13               60,446            28,223              43,427              68,084
      14               66,880            30,224              48,019              78,115
      15               73,637            32,193              52,825              89,223
      20              112,838            41,535              80,397             165,461
      25              162,869            49,511             114,407             291,997
      30              226,723            54,486             154,586             500,407


(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment results are illustrative only and should not be deemed
to be a representation of past or future investment results. Actual investment
results may be more or less than those shown. The death benefit, accumulated
value and surrender value for a policy would be different from those shown if
actual rates of investment return applicable to the policy averaged 0%, 6% or
12% over a period of years, but also fluctuated above or below that average for
individual policy years. The death benefit, accumulated value and surrender
value for a policy would also be different from those shown, depending on the
investment allocations made to the investment divisions of the separate account
and the different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.



Illustration 4                     PRINCIPAL LIFE INSURANCE COMPANY                      Initial Face Amount $250,000
                                         VUL ACCUMULATOR                                 Death Benefit Option 2
PLANNED PREMIUM $3,250             MALE AGE 35 PREFERRED NON-SMOKER
                                     ASSUMING GUARANTEED CHARGES
                                           (All States)
- ----------------------------------------------------------------------------
                                                         Death Benefit (2)
                                                 Assuming Hypothetical Gross
                                                  Annual Investment Return of
                                    ------------------------------------------------------------

    End of          Accumulated             0%                  6%                  12%
     Year          Premiums (1)         (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                                 
       1              $ 3,413            $252,267           $ 252,425           $ 252,583
       2                6,996             254,476             254,933             255,409
       3               10,758             256,619             257,518             258,494
       4               14,708             258,695             260,183             261,863
       5               18,856             260,703             262,928             265,542
       6               23,212             262,637             265,748             269,555
       7               27,785             264,495             268,645             273,933
       8               32,586             266,276             271,619             278,713
       9               37,628             267,976             274,669             283,930
      10               42,922             269,591             277,792             289,623
      11               48,481             271,223             281,140             296,065
      12               54,317             272,768             284,580             303,131
      13               60,446             274,221             288,110             310,886
      14               66,880             275,575             291,728             319,394
      15               73,637             276,825             295,429             328,730
      20              112,838             281,039             314,783             390,736
      25              162,869             280,372             333,976             488,378
      30              226,723             271,939             349,359             641,558



- ---------------------------------------------------------------------------------------
                                                  Accumulated Value (2)
                                             Assuming Hypothetical Gross
                                              Annual Investment Return of
                                   ----------------------------------------------------

    End of          Accumulated        0%                  6%                  12%
     Year          Premiums (1)    (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                              
       1              $ 3,413        $ 2,267             $ 2,425             $ 2,583
       2                6,996          4,476               4,933               5,409
       3               10,758          6,619               7,518               8,494
       4               14,708          8,695              10,183              11,863
       5               18,856         10,703              12,928              15,542
       6               23,212         12,637              15,748              19,555
       7               27,785         14,495              18,645              23,933
       8               32,586         16,276              21,619              28,713
       9               37,628         17,976              24,669              33,930
      10               42,922         19,591              27,792              39,623
      11               48,481         21,223              31,140              46,065
      12               54,317         22,768              34,580              53,131
      13               60,446         24,221              38,110              60,886
      14               66,880         25,575              41,728              69,394
      15               73,637         26,825              45,429              78,730
      20              112,838         31,039              64,783             140,736
      25              162,869         30,372              83,976             238,378
      30              226,723         21,939              99,359             391,558



- ------------------------------------------------------------------------------------------------
                                                      Surrender Value (2)
                                                 Assuming Hypothetical Gross
                                                  Annual Investment Return of
                                    ------------------------------------------------------------

    End of          Accumulated             0%                  6%                  12%
     Year          Premiums (1)         (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                                    
       1              $ 3,413             $   102               $ 260               $ 418
       2                6,996               2,311               2,768               3,244
       3               10,758               4,454               5,353               6,329
       4               14,708               6,530               8,018               9,698
       5               18,856               8,538              10,763              13,377
       6               23,212              10,575              13,686              17,493
       7               27,785              12,639              16,790              22,078
       8               32,586              14,729              20,073              27,167
       9               37,628              16,842              23,535              32,796
      10               42,922              18,973              27,173              39,005
      11               48,481              21,223              31,140              46,065
      12               54,317              22,768              34,580              53,131
      13               60,446              24,221              38,110              60,886
      14               66,880              25,575              41,728              69,394
      15               73,637              26,825              45,429              78,730
      20              112,838              31,039              64,783             140,736
      25              162,869              30,372              83,976             238,378
      30              226,723              21,939              99,359             391,558

(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment results are illustrative only and should not be deemed
to be a representation of past or future investment results. Actual investment
results may be more or less than those shown. The death benefit, accumulated
value and surrender value for a policy would be different from those shown if
actual rates of investment return applicable to the policy averaged 0%, 6% or
12% over a period of years, but also fluctuated above or below that average for
individual policy years. The death benefit, accumulated value and surrender
value for a policy would also be different from those shown, depending on the
investment allocations made to the investment divisions of the separate account
and the different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.


Illustration 5                       PRINCIPAL LIFE INSURANCE COMPANY           Initial Face Amount $250,000
                                           VUL ACCUMULATOR                      Death Benefit Option 3
PLANNED PREMIUM $3,250               MALE AGE 35 PREFERRED NON-SMOKER
                                       ASSUMING CURRENT CHARGES
                                           (All States)
- ----------------------------------------------------------------------------
                                                         Death Benefit (2)
                                                 Assuming Hypothetical Gross
                                                  Annual Investment Return of
                                    ------------------------------------------------------------

    End of          Accumulated             0%                  6%                  12%
     Year          Premiums (1)         (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                                  
       1              $ 3,413            $253,250           $ 253,250           $ 253,250
       2                6,996             256,500             256,500             256,500
       3               10,758             259,750             259,750             259,750
       4               14,708             263,000             263,000             263,000
       5               18,856             266,250             266,250             266,250
       6               23,212             269,500             269,500             269,500
       7               27,785             272,750             272,750             272,750
       8               32,586             276,000             276,000             276,000
       9               37,628             279,250             279,250             279,250
      10               42,922             282,500             282,500             282,500
      11               48,481             285,750             285,750             285,750
      12               54,317             289,000             289,000             289,000
      13               60,446             292,250             292,250             292,250
      14               66,880             295,500             295,500             295,500
      15               73,637             298,750             298,750             298,750
      20              112,838             315,000             315,000             315,000
      25              162,869             331,250             331,250             400,047
      30              226,723             347,500             347,500             630,448



- ----------------------------------------------------------------------------------------------
                                                   Accumulated Value (2)
                                              Assuming Hypothetical Gross
                                               Annual Investment Return of
                                    --------------------------------------------------------

    End of          Accumulated         0%                  6%                  12%
     Year          Premiums (1)     (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                               
       1              $ 3,413         $ 2,266             $ 2,424             $ 2,583
       2                6,996           4,651               5,114               5,597
       3               10,758           6,965               7,888               8,889
       4               14,708           9,207              10,749              12,486
       5               18,856          11,376              13,697              16,419
       6               23,212          13,578              16,848              20,839
       7               27,785          15,732              20,126              25,708
       8               32,586          17,836              23,533              31,070
       9               37,628          19,890              27,076              36,977
      10               42,922          21,897              30,764              43,490
      11               48,481          23,976              34,773              50,924
      12               54,317          26,018              38,968              59,167
      13               60,446          28,021              43,358              68,307
      14               66,880          29,985              47,952              78,444
      15               73,637          31,913              52,763              89,692
      20              112,838          40,986              80,462             167,472
      25              162,869          48,501             114,968             298,542
      30              226,723          52,457             156,757             516,761



- --------------------------------------------------------------------------------------------
                                                  Surrender Value (2)
                                             Assuming Hypothetical Gross
                                              Annual Investment Return of
                                    --------------------------------------------------------

    End of          Accumulated         0%                  6%                  12%
     Year          Premiums (1)     (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                               
       1              $ 3,413          $  101               $ 259               $ 418
       2                6,996           2,486               2,949               3,432
       3               10,758           4,800               5,723               6,724
       4               14,708           7,042               8,584              10,321
       5               18,856           9,211              11,532              14,254
       6               23,212          11,516              14,786              18,777
       7               27,785          13,876              18,270              23,853
       8               32,586          16,289              21,987              29,524
       9               37,628          18,756              25,942              35,843
      10               42,922          21,279              30,145              42,872
      11               48,481          23,976              34,773              50,924
      12               54,317          26,018              38,968              59,167
      13               60,446          28,021              43,358              68,307
      14               66,880          29,985              47,952              78,444
      15               73,637          31,913              52,763              89,692
      20              112,838          40,986              80,462             167,472
      25              162,869          48,501             114,968             298,542
      30              226,723          52,457             156,757             516,761


(1) Assumes net interest of 5% compounded annually.

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment results are illustrative only and should not be deemed
to be a representation of past or future investment results. Actual investment
results may be more or less than those shown. The death benefit, accumulated
value and surrender value for a policy would be different from those shown if
actual rates of investment return applicable to the policy averaged 0%, 6% or
12% over a period of years, but also fluctuated above or below that average for
individual policy years. The death benefit, accumulated value and surrender
value for a policy would also be different from those shown, depending on the
investment allocations made to the investment divisions of the separate account
and the different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.


Illustration 6                 PRINCIPAL LIFE INSURANCE COMPANY                 Initial Face Amount $250,000
                                    VUL ACCUMULATOR                             Death Benefit Option 3
PLANNED PREMIUM $3,250         MALE AGE 35 PREFERRED NON-SMOKER
                                ASSUMING GUARANTEED CHARGES
                                    (All States)
- ----------------------------------------------------------------------------
                                                         Death Benefit (2)
                                                 Assuming Hypothetical Gross
                                                  Annual Investment Return of
                                    ------------------------------------------------------------

    End of          Accumulated             0%                  6%                  12%
     Year          Premiums (1)         (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                                 
       1              $ 3,413            $253,250           $ 253,250           $ 253,250
       2                6,996             256,500             256,500             256,500
       3               10,758             259,750             259,750             259,750
       4               14,708             263,000             263,000             263,000
       5               18,856             266,250             266,250             266,250
       6               23,212             269,500             269,500             269,500
       7               27,785             272,750             272,750             272,750
       8               32,586             276,000             276,000             276,000
       9               37,628             279,250             279,250             279,250
      10               42,922             282,500             282,500             282,500
      11               48,481             285,750             285,750             285,750
      12               54,317             289,000             289,000             289,000
      13               60,446             292,250             292,250             292,250
      14               66,880             295,500             295,500             295,500
      15               73,637             298,750             298,750             298,750
      20              112,838             315,000             315,000             315,000
      25              162,869             331,250             331,250             335,950
      30              226,723             347,500             347,500             524,123



- -----------------------------------------------------------------------------------------------
                                                    Accumulated Value (2)
                                               Assuming Hypothetical Gross
                                                Annual Investment Return of
                                    ---------------------------------------------------------

    End of          Accumulated          0%                  6%                  12%
     Year          Premiums (1)      (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                                
       1              $ 3,413          $ 2,266             $ 2,424             $ 2,583
       2                6,996            4,472               4,929               5,406
       3               10,758            6,610               7,511               8,489
       4               14,708            8,679              10,170              11,854
       5               18,856           10,676              12,907              15,529
       6               23,212           12,595              15,717              19,539
       7               27,785           14,434              18,602              23,918
       8               32,586           16,191              21,562              28,701
       9               37,628           17,861              24,595              33,927
      10               42,922           19,440              27,699              39,639
      11               48,481           21,026              31,026              46,113
      12               54,317           22,515              34,442              53,232
      13               60,446           23,901              37,947              61,066
      14               66,880           25,175              41,537              69,691
      15               73,637           26,330              45,210              79,193
      20              112,838           29,694              64,428             143,553
      25              162,869           26,907              83,576             250,709
      30              226,723           13,112              99,070             429,609



- ------------------------------------------------------------------------------------------------
                                                      Surrender Value (2)
                                                 Assuming Hypothetical Gross
                                                  Annual Investment Return of
                                    ------------------------------------------------------------

    End of          Accumulated             0%                  6%                  12%
     Year          Premiums (1)         (-.93% Net)         (5.07% Net)        (11.07% Net)
                                                                   
       1              $ 3,413              $  101               $ 259               $ 418
       2                6,996               2,307               2,764               3,241
       3               10,758               4,445               5,346               6,324
       4               14,708               6,514               8,005               9,689
       5               18,856               8,511              10,742              13,364
       6               23,212              10,534              13,655              17,478
       7               27,785              12,579              16,747              22,062
       8               32,586              14,645              20,016              27,155
       9               37,628              16,727              23,461              32,793
      10               42,922              18,822              27,081              39,021
      11               48,481              21,026              31,026              46,113
      12               54,317              22,515              34,442              53,232
      13               60,446              23,901              37,947              61,066
      14               66,880              25,175              41,537              69,691
      15               73,637              26,330              45,210              79,193
      20              112,838              29,694              64,428             143,553
      25              162,869              26,907              83,576             250,709
      30              226,723              13,112              99,070             429,609


(1) Assumes net interest of 5% compo

(2) Assumes no policy loan has been made.

The death benefit, accumulated value and surrender value will differ if premiums
are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment results are illustrative only and should not be deemed
to be a representation of past or future investment results. Actual investment
results may be more or less than those shown. The death benefit, accumulated
value and surrender value for a policy would be different from those shown if
actual rates of investment return applicable to the policy averaged 0%, 6% or
12% over a period of years, but also fluctuated above or below that average for
individual policy years. The death benefit, accumulated value and surrender
value for a policy would also be different from those shown, depending on the
investment allocations made to the investment divisions of the separate account
and the different rates or return of the Fund portfolios, if the actual rates of
investment return applicable to the policy averaged 0%, 6% or 12%, but varied
above or below that average for individual divisions. No representations can be
made that these hypothetical rates of return can be achieved for any one year or
sustained over any period of time.

                             APPENDIX B
                           Target Premiums
                    Annual per $1,000 Face Amount


Issue Age    Male    Female   Unisex        Issue Age Male    Female     Unisex
- ---------    ----    ------   ------        --------- ----    ------     ------
        0    2.18      1.74     2.09            43    13.66     10.40     13.01
        1    2.18      1.74     2.09            44    14.29     10.88     13.61
        2    2.18      1.74     2.09            45    14.91     11.37     14.20
        3    2.18      1.74     2.09            46    15.89     11.86     15.08
        4    2.18      1.74     2.09            47    16.86     12.35     15.96
        5    2.18      1.74     2.09            48    17.84     12.85     16.84
        6    2.18      1.74     2.09            49    18.81     13.34     17.72
        7    2.18      1.74     2.09            50    19.79     13.83     18.60
        8    2.18      1.74     2.09            51    20.77     14.32     19.48
        9    2.18      1.74     2.09            52    21.74     14.81     20.35
       10    2.18      1.74     2.09            53    22.72     15.30     21.24
       11    2.29      1.83     2.20            54    23.69     15.79     22.11
       12    2.40      1.91     2.30            55    24.67     16.28     22.99
       13    2.51      2.00     2.41            56    25.91     17.56     24.24
       14    2.62      2.08     2.51            57    27.16     18.85     25.50
       15    2.73      2.17     2.62            58    28.40     20.13     26.75
       16    2.96      2.36     2.84            59    29.65     21.42     28.00
       17    3.20      2.54     3.07            60    30.89     22.70     29.25
       18    3.43      2.73     3.29            61    32.13     23.98     30.50
       19    3.67      2.91     3.52            62    33.38     25.27     31.76
       20    3.90      3.10     3.74            63    34.62     26.55     33.01
       21    3.92      3.11     3.76            64    35.87     27.84     34.26
       22    3.94      3.13     3.78            65    37.11     29.12     35.51
       23    3.95      3.14     3.79            66    37.47     29.68     35.91
       24    3.97      3.16     3.81            67    37.83     30.25     36.31
       25    3.99      3.17     3.83            68    38.19     30.81     36.71
       26    4.46      3.50     4.27            69    38.55     31.37     37.11
       27    4.93      3.84     4.71            70    38.91     31.94     37.52
       28    5.39      4.17     5.15            71    39.46     32.50     38.07
       29    5.86      4.51     5.59            72    40.02     33.06     38.63
       30    6.33      4.84     6.03            73    40.58     33.62     39.19
       31    6.80      5.17     6.47            74    41.14     34.19     39.75
       32    7.26      5.51     6.91            75    41.70     34.75     40.31
       33    7.73      5.84     7.35            76    43.93     36.61     42.47
       34    8.19      6.18     7.79            77    46.15     38.46     44.61
       35    8.66      6.51     8.23            78    48.38     40.32     46.77
       36    9.29      7.00     8.83            79    50.60     42.18     48.92
       37    9.91      7.48     9.42            80    52.83     44.04     51.07
       38   10.54      7.97    10.03            81    55.05     45.89     53.22
       39   11.16      8.45    10.62            82    57.28     47.75     55.37
       40   11.79      8.94    11.22            83    59.50     49.61     57.52
       41   12.41      9.43    11.81            84    61.73     51.46     59.68
       42   13.04      9.91    12.41            85    63.95     53.32     61.82


PART II. OTHER INFORMATION


UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter adopted under the authority conferred in that
section.

UNDERTAKING PURSUANT TO RULE 484
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter had been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

REPRESENTATION PURSUANT TO SECTION 26 OF THE INVESTMENT COMPANY ACT OF 1940
Principal Life Insurance Company represents the fees and charges deducted under
the Policy, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by the
Company.


REPRESENTATIONS PURSUANT TO RULE 6e-3(T) This filing is made pursuant to Rules
6c-3 and 6e-3(T) under the Investment Company Act of 1940. Registrant elects to
be governed by Rule 6e-3(T)(b)(13)(i)(A) under the Investment Company Act of
1940, with respect to the Policies described in the prospectus. Registrant makes
the following representations:

1) Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

2) The level of the mortality and expense risks charge is within the range of
  industry practice for comparable contracts.

3) The   Registrant has concluded that there is a reasonable likelihood that the
  distribution financing arrangement for the Variable Life Separate Account will
  benefit the separate account and policyowners, and it will keep and make
  available to the Commission on request a memorandum setting forth the basis
  for this representation.

4) The Variable Life   Separate   Account will invest only in management
  investment companies which have undertaken to have a board of directors, a
  majority of whom are not interested persons of the Company, formulate and
  approve any plan under Rule 12b-1 to finance distribution expenses.

The methodology used to support the representation made in paragraph (2) above
is based upon an analysis of the mortality and expense risks charges contained
in other variable life insurance policies, including scheduled and flexible
premium products. Registrant undertakes to keep and make available to the
Commission on request the documents used to support the representation in
paragraph (2) above.


CONTENTS OF REGISTRATION STATEMENT


This registration statement comprises the following papers and documents:


 The facing sheet;


     The prospectus, consisting of 61 pages;


 The undertaking to file reports;


 The undertaking pursuant to Rule 484;


 Representations pursuant to Rule 6e-3(T);


 The signatures;


 Written consents of the following persons:


     Ernst & Young LLP


The following exhibits



          
1.           Copies of all exhibits required by paragraph A of the instructions
             as to exhibits in Form N-8B-2 are set forth below under
             designations based on such instructions
1.A1         Resolution of Executive Committee of Board of Directors of
             Principal Life Insurance Company establishing the Variable Life
             Separate Account (filed 7/24/01)
1.A3A.a      Distribution Agreement between Princor Financial Services
             Corporation and Principal Life Insurance Company **
1.A3B.a      Form of Selling Agreement*
1.A3B.b      Registered Representative Agreement (filed 7/24/01)
1.A3C        Schedule of sales commissions*
1.A5.a       Form of Policy (filed 7/24/01)
1.A5.a.i     Accelerated Benefit Rider (filed 7/24/01)
1.A5.a.ii    Accidental Death Benefit Rider (filed 7/24/01)
1.A5.a.iii   Accounting Benefit Rider
1.A5.a.iv    Aviation Exclusion Rider (filed 7/24/01)
1.A5.a.v     Change of Insured
1.A5.a.vi    Children Term Insurance Rider (filed 7/24/01)
1.A5.a.vii   Cost of Living Increase Rider (filed 7/24/01)
1.A5.a.viii  Death Benefit Guarantee Rider (filed 7/24/01)
1.A5.a.ix    Extended Coverage Rider (filed 7/24/01)
1.A5.a.x     Hazardous Sports Rider (filed 7/24/01)
1.A5.a.xi    Salary Increase Rider (filed 7/24/01)
1.A5.a.xii   Spouse Term Insurance Rider (filed 7/24/01)
1.A5.a.xiii  Supplemental Benefit Rider (filed 7/24/01)
1.A5.a.xiv   Waiver of Monthly Policy Charge Rider (filed 7/24/01)
1.A5.a.xv    Waiver of Specified Premium Rider (filed 7/24/01)
1.A6.a       Articles of Incorporation, as Amended of Principal Life Insurance
             Company (filed 7/24/01)
1.A6.b       By-laws of Principal Life Insurance Company (filed 7/24/01)
1.A10.a      Form of Application (filed 7/24/01)
1.A10.b      Form of Conversion Application (filed 7/24/01)
1.A10.c      Form of Supplemental Application*
2.           Opinion and consent of Karen E. Shaff, Senior Vice President and
             General Counsel (filed 7/24/01)
3.           Financial Statement Schedules*
4.           Not applicable
5.           Not applicable
6.           Consent of Ernst & Young LLP*
7.           Description of Issuance, Transfer and Redemption Procedures
             Pursuant to Rule 6e-3(T)(b)(12)(iii)*
8.           Powers of Attorney of Directors of Principal Life Insurance
             Company (filed 7/24/01)
9.           Opinion and Consent of Lisa Butterbaugh (filed 7/24/01)

* Filed herein
** To be filed by Amendment.







SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, and its seal to be hereunto
affixed and attested, all in the city of Des Moines, and the state of Iowa, on
the 16th day of November, 2001.


PRINCIPAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT


(Registrant)


By: PRINCIPAL LIFE INSURANCE COMPANY


(Depositor)


By:    /s/ David J. Drury
       ------------------
   David J. Drury
   Chairman and Chief Executive Officer

Attest:


         /s/ Joyce N. Hoffman
         --------------------
   Joyce N. Hoffman
   Senior Vice President and
   Corporate Secretary

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the date indicated

 .


       SIGNATURE                     TITLE                      DATE
                                                  
/s/ D. J. Drury
- ---------------                                              11/16/2001
                                                        ------------
D. J. Drury              Chairman and
                         Chief Executive Officer

/s/ D. C. Cunningham
- --------------------                                         11/16/2001
                                                        ------------
D. C. Cunningham         Vice President and
                         Controller (Principal
                         Accounting Officer)

/s/ M. H. Gersie
- ----------------                                             11/16/2001
                                                        ------------
M. H. Gersie             Senior Vice President
                         (Principal Financial Officer)

(B. J. Bernard)*
- ----------------                                             11/16/2001
                                                        ------------
B. J. Bernard            Director

(J. Carter-Miller)*
- -------------------                                          11/16/2001
                                                        ------------
J. Carter-Miller         Director

(C. D. Gelatt, Jr.)*
- --------------------                                         11/16/2001
                                                        ------------
C. D. Gelatt, Jr.        Director

(J. B. Griswell)*
- -----------------                                            11/16/2001
                                                        ------------
J. B. Griswell           Director

(S. L. Helton)*
- ---------------                                              11/16/2001
                                                        ------------
S. L. Helton             Director

(C. S. Johnson)*
- ----------------                                             11/16/2001
                                                        ------------
C. S. Johnson            Director

(W. T. Kerr)*
- -------------                                                11/16/2001
                                                        ------------
W. T. Kerr               Director

(L. Liu)*
 --------                                                    11/16/2001
                                                        ------------
L. Liu                   Director

(V. H. Loewenstein)*
- --------------------                                         11/16/2001
                                                        ------------
V. H. Loewenstein        Director

(R. D. Pearson)*
- ----------------                                             11/16/2001
                                                        ------------
R. D. Pearson            Director

(F. F. Pena)*
 ------------                                                11/16/2001
                                                        ------------
F. F. Pena               Director

(D. M. Stewart)*
- ----------------                                             11/16/2001
                                                        ------------
D. M. Stewart            Director

(E. E. Tallett)*
- ----------------                                             11/16/2001
                                                        ------------
E. E. Tallett            Director



*By    /s/ David J. Drury
       ------------------
   David J. Drury
   Chairman and Chief Executive Officer

   Pursuant to Powers of Attorney
   Previously Filed or Included Herein